New England is filled with cities and towns bulging with urban renewal money, pedestrain malls, and restored brick buildings. But this city didn't have to do much restoring or use a lot of federal money to turn a crumbling business district into blocks of thriving restaurants, shops and theaters.

A centuries - old port, Maine's largest city reached its economic peak at the turn of the century whena dozen finger wharfs jutted busily into the deep harbor. But Canada's dependence on the port waned to the point where commerce all but disappeared. Portland's shipbuilding industry didn't just falter, it collapsed, after World War II, leaving 30,000 jobless.

Through it all, the Exchange Street area and the waterfront declined. No vinyl storefronts were tacked to the graceful brick and stone buildings because most of them were abandoned. So when people like Henry Willette and Frank Akers started to tear plywood off windows and air out musty shops, they didn't have much restoring to do.

In 1966, Willette, then a city planner, bought his first building in the "old port" part of the city. He had spent two weeks studying preservation and architecture with planning professionals in Europe and came back with a few of his own ideas about restoration.

"When I purchased my first building on Exchange Street, the whole area was vacant," Willette said. "The buildings weren't used, and the area was completely run down." He says local planning and development boards had targeted the area for demolition, and when he tried to get financing, the banks weren't interested.

Willette says he "got the picture and went ahead on my own with my own money." He cleaned up a few of the old brick buildings, rented space to area artisans, and opened his own business, the Candle Shop.

Some of those craft shops failed, but some didn't. The Candle Shop now markets gift items nationally, and Willette has purchased a candle-making shop in San Francisco to help meet the rising demand for his goods. At last count, he was moving about 3,000 pounds of wax through his shop every week.

The success story of the Candle Shop has been repeated and repeated in Portland. A glass and chrome collection of restaurants, shops and movie theaters was built on Exchange Street, and a busy summer day now finds it bustling with tourists. And they are buying.

Frank Akers followed Willette's lead, moving his small brass, aluminum and bronze foundry to the "old port" and investing in several buildings. Willette says property values have climbed, and small buildings that sold for $5,000 in 1972 bring more than $50,000 today.

Along with the rebirth of Exchange Street have come government projects that include a new 7,000-seat civic center and a city library, expected to open next year on Congress Street, the city's major thoroughfare. The library is being built with $5.4 million in federal grants and local donations. The $8 million Cumberland County and federal public works construction money.

With the civic center came the Maine Mariners, a minor league hockey team affiliated with the Philadelphia Flyers. The Mariners were champions on the ice and at the box office their first year out. The arena is also used for rock concerts, circuses, rodeos, conventions, tennis tournaments and other events that a decade ago stopped traveling north when they reached Boston.

An expanded international airport also has played a role in quickly bringing Portland into the 20th Century. The municipal Jetport is a taking off point for international charters and hoem for two domestic lines providing direct services to Boston, New York and smaller cities.

While commercial districts in Portland are booming, the waterfront, with its oil terminals and dock space, has been developing slowly. The city has been struggling to clean up pollution problems caused by the continued dumping of raw sewage into the Fore River and the harbor.

Maine is looking for a place to develop a deep-water port, and Portland is one of three possible locations. State money for dredging and building on-shore facilities could breathe some life into the sagging port. Portland continues to handle millions of barrels of crude oil weekly, most of it going north to Canada via the portland Pipeline, but the handing of dry cargo has all but ceased.

One oldtimer on the waterfront says he can remember "when there used to be 1,000 longshoremen in Portland. Now there are maybe 100."

Portland is a small city by most standards, with a population hovering around 75,000. But for most of Maine and a large part of New Hampshire, it is "the big city." And it offers business and cultural opportunities most cities its size do not. A number of small junior colleges are located here.