To describe the changes that have come to Montgomery County in the past few years, some people count the number of new roads, point to a bumper crop of slick town houses along I-270 and talk about the need for new schools in fast-growing Gaithersburg, Germantown and Olney.

Elizabeth Tolbert, a resident of Barnesville, measures change a simpler way.

"It used to be when you got to Rockville you'd feel the difference in temperature. Now you have to go beyond Gaithersburg to feel the coolness. And to get it to look the way we would want it," she said with a smile, "you have to go beyond Germantown."

One of those places beyond Germantown is Barnesville, a quarter-mile square of verdant countryside about 35 miles northwest of Washington where everyone knows everyone, and sometimes can call them family.

Tolbert is president of the Barnesville Town Commission. Her neighbor on one side, 88-year-old Julia Jeffers, is town clerk and secretary. Her neighbor across the way is a fellow commission member, John Sears. The village's newest citizen lives just down the street on the main drag, which is appropriately called Barnesville Road. James Mitchell, 3 weeks old, has pushed the population of this tiny town up to 163.

On a Saturday in June, more bicycles than automobiles cross the two-lane road that cuts through this community at the foot of Sugarloaf Mountain. Trees -- a thicket of oaks, firs and pines -- form a canopy over the road leading to the intersection of Rte. 109 and Barnesville Road. Here is a place to rest and to visit, best done by walking from white clapboard house to white clapboard house.

To those whose ancestors settled this town in 1747, life here seems rooted in tranquility. True, there was the time during the Civil War when Barnesville changed hands five times in one day as Union and Confederate soldiers skirmished. But that's about the last time a land battle touched this place.

There are no shopping centers here, no restaurants, no movie theaters or department stores -- nothing like what has happened south of town, where country has turned to city and the population in places like Poolesville has jumped from 350 in 1970 to 3,500 today.

And that's just the way the town elders, like Tolbert and her mother Eleanor Hays, who has lived in the family homestead for 63 years, planned it.

"Every time I drive through Germantown, it scares me to death," said Tolbert, who was recently elected to her 12th two-year term as commission president.

Barnesville is one of six municipalities in Montgomery County that has its own zoning power. It has been zoned residential and agricultural as a county measure to reserve green areas, and Barnesville officials have ruled that houses can't be built on lots smaller than two acres.

Such controls, along with land that doesn't lend itself to septic sewer systems, has effectively paralyzed growth.

There are no public schools in the town proper. Monocacy Elementary is just yards outside the western limit of town. Students who graduate from there go the county's only combined junior-senior high, Poolesville High, located in Poolesville.

The boom for the business community came and went decades ago. It left behind a funeral home, a furniture store, a well-drilling business and several antique shops.

Glenda Crowley, owner of B & T Antiques, moved here in 1976 from Reston to escape the crush of the suburbs, which were then sprouting in Northern Virginia. Now, she says, she lives so far from the city that visitors don't know what county they're in when they walk into her store.

"A lot of people stop in and say: 'I'm here, I want to look at your antiques -- but where am I?" said Crowley.

The rail station on Beallsville Road is a quick link to a faster-paced life. In 55 minutes, residents here can commute to Union Station in downtown Washington, a daily trip for several residents who want both city jobs and the country life.

Barnesville is also within easy commuting distance to emerging suburbs in the up-county area. Residents can drive 11 miles to shop in Gaithersburg, seven miles to Germantown, or 13 miles to Frederick. In driving time -- because of relatively uncrowded, winding country roads -- the trips take 15 to 20 minutes, most residents say.

The social life here is clustered around family and community projects. This year a special celebration will take place July 12 with a reenactment of the Civil War battle known as the "Struggle for Sugarloaf." Most other weekends there are parties, cotillions, barbecues and hiking trips.

The Meissner family, which moved here from Bethesda more than 20 years ago, has created a community happening by hosting the Potomac Pedalers on summer weekends.

About once a month from May to September, the retired couple opens its 14-room home -- circa 1900 -- to dozens of bikers who pedal out to Barnesville from around the Washington area. By noon the Meissner's spacious, tree-shaded lawn is covered with 10-speed bikes and brightly clad bikers.

"It's a small town and I think people were a little wary of newcomers," said Paul Meissner, a former engineer with the Bureau of Standards. "We did some unconventional things when we first got there, ripping out walls, putting in new wiring, building a pool. . . . Now we just keep changing it as we go."

Property owners pay town taxes of 20 cents for every $100 of assessed property value to cover a $17,000 annual budget. Most of the money goes for street lighting and trash pickup. The three town commissioners -- Tolbert, Sears and Peter Menke, brother of Montgomery County Environmental Protection Director John Menke -- receive no pay for their duties. Jeffers, the town clerk, earns $600 a year for taking care of the town's correspondence and coffers.

At times, the small community has come to depend on the strength of its neighbors. Barnesville has joined a battle being waged by nearby Dickerson, located three miles west, to eliminate county plans for a solid waste incinerator there.

Town elections are held in May. Residents stop by Bob Lillard's garage and drop their votes into a cigar box they've been using for years as a ballot box.

For the past 112 years the annual town picnic has been held on the last Saturday in July at St. Mary's Catholic Church, a church that ther Rev. George B. Reid calls the "biggest little parish in the Washington diocese."

"We have the biggest parish in the archdiocese -- a 16-mile radius -- with the smallest number of families, 365," he said. Reid has been the lone pastor at the church for 20 years since he was reassigned from Blessed Sacrament Shrine in Chevy Chase.

"I was assigned here in the days of obedience," he said. "It was difficult for about the first six months to a year to adjust to the change. Now it'd be difficult to go back to the city."