From the green-shuttered old farmhouse, Ray Chapman looks down on hundreds of new town houses, lined up like an army preparing to storm his hill.

Chapman, 66, has no heirs. Inevitably, he believes, the hill will fall to the developers -- to the dismay of the town house dwellers. "Several have told me the reason they moved here is so they can look up at the farm," Chapman said. "They all end up saying, 'I hope you never sell it.'"

The 165-acre farm, 28 miles from Washington, is engulfed by the homes of 15,000 people who have moved recently to nearby Crofton and numerous spin-off developments. A few miles south, large-lot subdivisions sprout like wild flowers amid the tobacco fields near Davidsonville. Just outside quaint, historic Annapolis, 15 minutes away from Gambrills, suburban strip development alternates with town house clusters.

This is Anne Arundel County, where an increasing number of Washingtonians are looking for places to live.

For one thing, its cheaper. New houses in Anne Arundel averaged in the upper $60,000s in 1978, about $10,000 less than comparable houses closer to Washington.

For new town houses, the differences are even more striking. New ones in Crofton cost $44,000 last year. New ones in the District averaged $85,800, nearly double. In close-in Virginia, they were $70,000. In the Virginia fringe counties of Loudoun and Prince William, they averaged more than $49,000.

So people are looking increasingly to Anne Arundel for its affordable housing. They also come to take advantage of the lowest tax rate among Maryland's metropolitan counties, the easy access to Washington and for the proximity to the water culture of Chesapeake Bay.

They come to a county in transition, one that still retains the special qualities that attract newcomers. But Anne Arundel is in danger of losing those qualities to change.

The patterns of growth are typified by the Crofton-Davidsonville area ("Prince George's East," former Prince George's County Executive Winfield M. Kelly Jr. once called it) and by Annapolis, the state capital that was once self-contained but which is rapidly becoming a "region" itself.

In recent years, the pace of growth has rapidly accelerated. By 1940 it had taken three centuries for the county to amass a polulation of 68,375. Today, there are about 375,000 residents, and that number is expected to nearly double in 15 years.

"The economic pressure for it to burst wide open is at our door 24 hours a day, in the form of rezoning for apartments, sewer lines for larger densities, high-rises on the waterfront like Miami Beach," said County Executive Robert A. Pascal.

Pascal has staked his political future on a program of controlled growth, channeling it into areas like Crofton and Annapolis and virtually eliminating it in in others with a county ban against construction. This has particularly affected the rural south county, where services to support growth are lacking.

Developers such as Bill Dixon, who backed Pascal's opponent in last fall's election, consider such policies to be "confiscation of property rights." A court challenge on constitutional grounds is widely regarded as inevitable.

Exempt from the building ban are 20,000 units of housing that were in various stages of official approval before Pascal's plan was adopted last year. Thus, there will be no letup in housing construction for about four years, according to F. Beck Kurdle, the county's planning director.

In the Crofton area, for example, "For every house being built now, there are probably two more units you don't see either approved or in the pipeline," Kurdle said.

"It's going wild, it's absoutely going wild," said Louise Davis, a Crofton realtor whose husband was vice president of the corporation that began building the town on 1,300 acres of roling farm and forest in the 1960s.

On Reidel Road, which fronts Roy and Erna Chapman's farm and was named for her father, "You used to see four cars and you knew exactely who it was just by looking at the car," Mrs. Chapman. "Now, there is traffic night and day."

"We certainly don't like it too much," said Chapman, whose father was a District fireman and who assimilated years ago into the rural milieu. "But you can't build a wall. A lot of farm people cuss the developer, but he couldn't do anything if they didn't sell him the land."

Nearby, in a five-bedroom split-level that passes for Crofton's town hall, town manager Jim Anderson observed, "We've still got a little bit of country feeling... you can hear the birds sing and be away from the hustle and bustle of the city. However, the way things are going, it's just a matter of time before the whole thing is concreted and asphalted. The last guy always wants to pull up the bridge and say 'no more in,' but you can't do that."

Two public works projects have been proposed that would permit and accommodate growth: upgrading of Rte. 3, a north-south artery, to interstate standards, and a $28.6 million expansion of the Patuxent waster treatment plant.

The seeming inevitability of both projects worries residents such as Michael Pace, the president of the Crofton Civic Association, who commutes by car each weekday to his law office at Connecticut Avenue and N Street NW.

A former assistant U.S. attorney, Pace moved from the District's AdamsMorgan section to Crofton six years ago. "We just couldn't find any place we liked in Maryland as much as Crofton," he said. "It offers a real sense of community."

It began as a closed, private community with guards and gates. New home buyers had to be approval by the Crofton Community Club, a requirement that was widely regarded as a means of keeping racial minorities out. As the controlling corporation changed hands, the membership requirement was lifted, although other covenants -- banning boats, outdoor antennas, house trailers, front-yard fences and more than two pets per household -- remain. The gates, however, are now cemented open.

Passing through those gates each weekday morning are three buses carrying Washington-bound commuters. Since Dec. 4, the buses have been taking them to the New Carrollton Metrorail station.

People who live in the Annapolis area are commuting as well. A secretary who lives in Edgewater on the South River, for example, drives to the New Carrollton station and arrives at her office in Rosslyn in just 45 minutes.

The Annapolis "area" is itself a product of growth, a region grafted onto a city that is losing its downtown stores to new shopping centers on the fringe of town and its workers to jobs in large metropolitan areas.

"The city's role as a bedroom suburb for workers in Washington and Baltimore," an Annapolis planner warned in a report last summer, "seems to threaten its sense of community as a place where one both lives and works."

County Executive Pascal's program to channel growth into areas that already have schools, firehouses, sewer hookups and other services "compounds our problems," said Fred L. Greene, Annapolis planning director, "because it forces people to go where the adequate facilities are -- Annapolis."

In an effort to avail himself of the city's "adequate facilities," one developer recently sought to annex his proposed 188-acre subdivision to Annapolis proper. The developer withdrew his request after the City Council pegged the annexation to low-density zoning.

There is, in fact, little vacant land left inside the city limits, but pressure exists to increase densities.

"It's not unusual for me to get a call from an insurance company in New York that wants to relocate in downtown Annapolis and wants 150,000 square feet," Greene said.

While the city holds the line against developers, builders have discovered, or rather created, "suburban Annapolis." It is most dramatic along Forest Drive, a string of shopping centers (which increasingly attract branches of Washington stores) offices and town houses just beyond the city's southern boundary. The billboards here sell the present ("Now Leasing -- Annapolis Roads") and herald the future ("Coming Soon -- Georgetown Plaza Shopping Center").

"Forest Drive used to be a two-lane road," said Frank Walker, a resident of the thoroughfare, which now has four lanes. The suburban-size Montgomery Ward's "used to be a little store and a bar where they sold farm feed in back."

To hear him talk, you'd think he was an octegenarian recalling the turn of the century. But Walker, who lives in the house his grandmother built on Forest Drive, is 25, and his memories of the area date from 1961, when he first moved there.

Branching from Annapolis in another direction, roughly paralleling Rte. 50, is Riva Road, where both the county and state have constructed new buildings to house burgeoning bureaucracies. The boom in state government construction has been spurred by a shift of administrative offices from Baltimore to the state capital.

So the city of Annapolis has evolved into a region, with a population that ballooned in the 1960s from 49,000 to 70,000 and is expected to reach 133,000 by 1990.

The growth of this and other sections of the county will be accelerated, planners believe, by the expected widening in the next decade of two major routes through the county: Rte. 50, which flows into New York Avenue when it reaches the District, and Rte. 214, which becomes Central Avenue in Prince George's County and East Capital Street in the city.

While urban emigrants from Baltimore city filled northern Anne Arundel in the years after World War II, it is the Washington area that feeds present growth. A recent consultant's report found the Washington influx extending from the south county -- where a 350-unit development near Deale now awaits zoning approval -- almost as far north as Severna Park, several miles above Rte. 50.

"I hate to say growth is inevitable," said Chris Coile, the 34-year old wunderkind of Anne Arundel real estate, whose firm has 10 offices and 250 agents in the county, "but where there is demand there is growth."

So down the road from Ray Chapman's farm, the countryside is "filling in like you wouldn't believe," reports Eleanor Aldrich, the proprietor of Reno's Restaurant at a place known as Staples Corner. "I don't know if all the change is for good or what. I guess we've just got to accept it."

Next: Making it in Anne Arundel real estate.