When Maj. Duncan McSporran of the British Fusiliers' Zulu Company arrived three days ago in the village of Mushirij, six miles west of Basra, he placed his headquarters in the abandoned complex that until last week was the regional office of Iraq's ruling Baath Party.

Before moving in, he used his armored vehicle to topple a concrete slab bearing a portrait of President Saddam Hussein. "I did it with my very own tank," he said, smiling at the pile of rubble where Hussein's stone likeness once stood.

McSporran's message was clear: that the Baath leadership is gone, and the new power in southern Iraq is the British military. Even as the fighting continued around Basra -- more artillery fire echoed from the city tonight -- McSporran, 35, and his Zulu Company were out delivering boxes of water, milk, juice, baby food and other staples to hungry residents of the area.

"The biggest problem we are having is getting it out of their minds that the Baath Party is returning," McSporran said. "I've got an enormous amount of sympathy for them -- they've lived under a reign of terror for 30 years. They don't know who to trust."

The fear and skepticism may help explain the muted response that greeted the U.S. Marine and British invasion forces who crossed the border from Kuwait last week. "It is because most of the Baath Party and other government members are still in the city," said a physician who lives in a nearby village. "Any movement by the people may lead to a bad situation, and more deaths. We have a history, our experience of what happened in 1991," when an uprising against Hussein, encouraged but not supported by the United States, was brutally suppressed.

"It totally depends on what happens in Baghdad," the physician said. "Most people are afraid. . . . The Iraqi people are exhausted. They are waiting."

Some residents still feel threatened by government officials and security forces, many of whom have blended with the local population while resisting the invasion, residents and British military officials said. "I think this area is safe, because the British army is here," said one Iraqi man. Asked what happened to Baath officials, he said, "They ran away, to Zubair," a village a few miles away. Others, he said, "are in their houses, with their families, their children."

In Mushirij, where McSporran now presides, an elementary school teacher, dressed head-to-toe in black, spoke in a low voice of how the people in the village needed water and electricity. But asked about the Baath Party officials and where they had gone, she grabbed her small son's hand and ran off, shouting, in English: "Enough! Enough!"

"People are afraid, because they would put your family in prison, even small babies in prison," said Abd Bagi, a shopkeeper. "No one likes Saddam. No Iraqi likes Saddam. Before, when I see a picture of Saddam, I was afraid."

Mushirij is in the shadow of one of the area's large oil refineries, and getting it reopened is one of the British military's priorities. Pointing toward the refinery, Abd Bagi said, "Saddam stole the oil, and the people are poor."

Capt. Richard Coates, staff officer for the First Fusiliers Battle Group stationed at the airport outside Basra, described acts of intimidation in the city that British forces have witnessed. "Men in bright shiny vehicles and mobile phones making hand gestures at young men who are obviously deserters," exhorting the young men to fight, he said. "That's what our guys on the ground are seeing and that's what our information is telling us."

He said British troops believe some Iraqis continuing to fight are being forced by elements from behind, because they will approach the British with an assault rifle, fire a single shot, then pull out a white flag and surrender -- something Coates called "a very ungentlemanly act."

One resident of Basra said, "50 percent of the people are neutral and 50 percent are pro-Saddam out of fear." He added, "People are waiting. No one will speak openly or frankly now."

British and U.S. officials have been hoping for a popular uprising against Hussein in southern Iraq, which is predominantly Shiite Muslim. The government and security forces are dominated by Iraq's Sunni Muslim minority. There were reports of such an uprising in the making two days ago, but the British troops here on the edge of the city said it was largely exaggerated and seems to have ended.

"There were reports of a popular uprising in Basra," Coates said. "We saw no evidence of that, really. We saw groups of 40 to 50 people standing on street corners, which is like a Saturday night in Newcastle." He said a mortar position that had been firing on British troops did turn and fire inside the city, but it was destroyed by British artillery.

As British reports emerged Tuesday of a popular uprising, Defense Secretary Donald H. Rumsfeld urged Iraqi civilians to remain indoors, reflecting a reluctance in Washington to endorse a rebellion that could again end in tragedy.

While British forces sit on the edge of the city, they are so far making no moves to enter it to flush out Hussein loyalists and militia fighters, fearing a house-to-house battle could lead to heavy civilian casualties and severely damage the city's infrastructure, making the humanitarian relief operation more difficult.

Instead, the British have left an "escape route." Rather than encircling the city entirely, they have left open one road north and have lately noticed some civilian vehicles leaving in rapidly moving convoys, suggesting that some of the senior party officials inside Basra might be heading out. "Basra is not surrounded because we don't want to prevent the bad guys leaving," Coates said. "If they don't leave, we'd have to go in house to house. There's no point in cornering a rat, is there?"

On Wednesday, a column of Iraqi tanks attempted to break out of the city, and was destroyed by British forces.

The British military strategy at the moment, officers said, is to secure, or "sanitize," the towns and villages on the outskirts of the city, establish a stable presence, and search for and destroy weapons that might have been abandoned or stored. As one officer put it, "We've got equipment all over the place. We've got potential attackers all over the place walking around. The place needs to be cleaned up."

The British also expressed some rivalry -- even anger -- at U.S. Marines, who swept through quickly and toppled the local power structure on their way to Baghdad, but left the region unsettled and still violent as the British came in behind.

McSporran today walked around the village near the refinery, and urged residents to give up any firearms. "You must understand," he said through an interpreter, as the crowd pressed around, "the soldiers will be very suspicious if they find anybody with military equipment."

The crowd gathered around shouted what they wanted most. "Water! Water!" they cried. McSporran replied, "Today, I am arranging for your water tank to be filled again." And as if on cue, a blue-colored tanker truck appeared.

Even then, there were a few small but unmistakable signs that the welcome may be briefer than the invading army might like.

"Now, they stay. Soon, they should go," Mohammed Daoud, 35, a merchant sailor. "When the government is gone, America and British stay here one, two years. We need an Iraqi government. Modern. Free. Democratic. No dictator."

Correspondent Peter Finn contributed to this report.

A British Royal Marine takes cover during a patrol through the town of Um Qaeel, about 20 miles south of Basra, where fighting continued with Iraqi defenders. Iraqis crowd around British vehicles as they try to return to their homes across a Euphrates River bridge after fleeing recent fighting in Basra, where British forces have not been able to dislodge Iraqi army and irregular forces.Iraqis civilians swarm a British military truck distributing humanitarian aid packages outside of Basra in southern Iraq in efforts to win popular support.A British Army Challenger II tank crushes a portrait of Iraqi President Saddam Hussein at a former military training ground outside Basra.