After decades of sitting still, Cambridge, Md., is finally starting to catch up with its more-developed coastal cousins.

Sparked by a new luxury golf resort, marina and spa that opened two years ago and propelled by state and local promotional campaigns for its historic, downtown and entertainment values, the 320-year-old Eastern Shore city has been rediscovered in the past three years, say real estate agents and developers.

And this summer, one of America's largest home builders broke ground on an expansive residential project that will help transform a strip of dilapidated waterfront near the transitioning downtown into a new $100 million mixed-use development.

As the trickle of newcomers builds to what is expected to be a river that will double the city's population, now less than 11,000, the town's boosters can thank their location and a wave of interest from aging Americans looking for waterfront living. Others who are worried about losing the city's character to new growth, though, may wish they had been further away from the madding crowds.

Cambridge sits 90 minutes from Washington and Baltimore, about two hours from Philadelphia and around four from New York. It's smack on its own lovely piece of water, Cambridge Creek, the Eastern Shore's only deep-water harbor. Because the creek linked the shore's bounteous farms to the Chesapeake Bay and the ports beyond, Cambridge served in its first two centuries as a shipbuilding center and then a seafood and vegetable processing and packing mecca.

But those glory days ended years ago. First the shipbuilding died out. Then the oysters gave out. Then the inland processing and shipping gave way to the railroad, and the railroad gave way to interstate trucking.

In the 1960s, the city was the site of a series of turbulent race riots that grabbed national attention. The local train station closed in 1984. Unemployment in Dorchester County remains about twice that of the state as a whole.

Now, though, the rush of retirees and near-retirees searching all across the Eastern Shore for their waterfront spot in the sun has reached Cambridge. And as interest builds, home prices are doubling and the pace of construction is popping, "Cambridge's time has come," said George Rathlev, Maryland land acquisition manager for Beazer Homes, which is building 380 condos and townhouses on Cambridge Creek, just down the hill from the city's retail district and just a couple of turns off Route 50. "The opportunity for growth here is strong because of the waterfront."

Beazer chose Cambridge for its first Maryland waterfront community, called Deep Harbour, because compared with other coastal areas, the waterfront land was relatively available and relatively cheap.

The builder's 22-acre site was occupied mostly by rundown and abandoned buildings. And yet the property sat right next to a reawakening downtown. And it ran right alongside the picturesque creek, with its slew of visiting yachts and sailboats.

Rathlev won't divulge what Beazer will pay for the land; settlement will occur later this month. But the Annapolis development company that pulled together the 26 acres that will be needed for both the residential, retail and commercial components paid the 17 owners less than $7 million total. In Annapolis, a waterview house can easily sell for about $2 million.

Beazer isn't trying to "copy Annapolis" with its new project, Rathlev said. Nor is it trying to attract the beach-going crowd who pass by on Route 50 on their way to Ocean City. But "we do think our buyers see Cambridge as the opportunity they missed in Annapolis," Rathlev said.

"Our buyers are near-retirees in nearby metropolitan areas who are looking for that second-home situation but who want the small-town experience," he said. "They want the things that you can't find in the big city anymore."

Beazer also sees "a demographic wave of people who don't want to go to Florida" to retire or vacation, he said.

"They don't want to move far away from their original house. [They] want to stay close to friends, family and children," he said. Potential buyers also want to be near "recreational areas that they've enjoyed."

"We've been building for a long time in Maryland" in urban and suburban settings in Montgomery, Prince George's, Frederick and Baltimore counties, Beazer Vice President Dave Carney said. "When this came up, 50 minutes from the [bay] bridge, and we saw the potential there, we were definitely interested. Once you see the water, then you understand what the opportunity is. Land like this is pretty hard to find, so we feel fortunate we got it."

While Annapolis, Ocean City and even the neighboring port town of Easton have seen significant growth in the past 10 to 15 years, Cambridge has been bypassed until recently. Its population has barely budged in 50 years, reaching a high of 13,000 in 1990, but dipping back to 10,500 by 2000, almost the same as in 1950.

Now, however, according to local officials, planners and real estate agents, the pace of growth is fast and furious. Interest is so high along Cambridge Creek, for example, that the city in May imposed a six-month moratorium to rethink its design and density criteria, municipal planner Anne Roane said.

The "catalyst" for new growth, said Mayor Cleveland "Rip" Rippons, was the luxury Hyatt Regency golf resort, spa and marina that opened in 2002 on the Choptank River, a minute's drive from downtown.

The $150 million facility, with 400 rooms, a full-service European saltwater spa and an 18-hole golf course, is owned by the state but run by Hyatt. It sits on the grounds of a former psychiatric facility.

And the city has its own charms, which have been touted aggressively in recent years in promotional campaigns by city and county officials and by a hearty bunch of new and longtime entrepreneurs. They're marketing not only the city's reviving downtown, which features a clutch of recently opened, trendy stores amid vacant storefronts and thrift stores, but also a historic district designated in 1996 to preserve the grand Victorians and restore the not-so-grand houses that were cut up into apartments over the years. The city and county also boast a host of tourist attractions, maritime museums, and recreational and entertainment venues.

Beazer is just one of several local and national builders circling Cambridge. The city recently annexed one 1,100-acre site that is expected to sprout 3,200 homes in the next decade. Another 1,000-acre parcel south of the city might yield 1,000 more housing units.

The Hyatt also has plans for 350 housing units in coming years, including 100 single-family houses and 250 "villa" townhouses. The builders and the prices haven't been set yet, said General Manager Michael T. Walsh, "but they'll be upscale for sure" and spread along the golf course. The owners will also get to choose between yacht, golf club, and spa and fitness memberships.

In all, about 6,000 new housing units are in the works, according to planner Roane. The city population is expected to grow to almost 23,000 in the next 10 years.

Deep Harbour will be the biggest project downtown. Besides homes, it will include a new marina, clubhouse and pool.

Next to the housing will be a 77-room hotel and restaurant, a farmer's market, a retail/commercial component and a river walk to connect them all. The river walk will also tie to a small county park, boat ramp and docks that currently exist.

The nonresidential pieces are being developed by Deep Harbour LLC, an Annapolis partnership that pulled together the overall 26-acre site. The projects' total costs have been estimated at $100 million.

Beazer broke ground on June 3 and expects to start sales in August, with prices preliminarily set at the high $200,000s to mid-$300,000s. Construction on the first condo building will start in mid-September, with settlements expected a year later. The townhouses may be up for sale in October or November.

"It's exciting, but it's been a long time coming," said Phyllis James, a longtime ERA Real Estate agent. "Those of us who live here have always known Dorchester County is a treasure and Cambridge a jewel, but it took a while for others to know why."

In Cambridge proper, home prices have doubled in the past three years, according to James and others. Waterfront condos are now selling for around $300,000 to $400,000 for about 1,400 square feet, while single-family houses that went for $300,000 in 2001 are up to $500,000 and higher.

"Before the Hyatt and Beazer, people thought Cambridge was what's on Route 50 -- a couple of hamburger joints. But the Hyatt brought people into town and showed them what a lovely place we have," said Ginger Brannock, an agent with Charles C. Powell Realtors Inc.

Brannock and her husband, Dan, know how high that interest is. They've already sold out a building of 12 upscale condos that they are developing on Cambridge Creek, just across the water from the Beazer project. The units went for $650,000 each before construction even started in February. In retrospect, Ginger Brannock says the 2,600-square-foot units "might have been a little underpriced."

James said the city's reputation was seriously hurt by the 1960s racial confrontations, which included a yearlong stay by the Maryland National Guard, from 1963 to 1964. However, she said, the townspeople have "all worked very hard to overcome that. . . . We lived through it and we rose above it, and it just isn't a problem now."

Other locals don't like being reminded of that time; community leaders both black and white say they have put it behind them and the community is continuing to "heal." But they acknowledge that outsiders still bring up the riots as a matter of course.

"That's the first thing that some people think about when they think of Cambridge, but that's a part of history now," said George R. Ames Jr., a minister who has served as president of the local NAACP for 17 years and has presided over the Dorchester Chamber of Commerce for a year.

He said, "The '63 disturbance was 41 years ago, the '67 [incident] was 37 years ago. . . . I see a coming together of all the people now."

Mayor Rippons also says the images of Cambridge in flames and of H. Rap Brown urging protesters to "burn it down" belong to the past. The riots, he said, "were a reality" and "a stigma that was attached to the city for a long time."

He said, "We had to work through that. . . . And it's a healing process that is probably going to last forever. But you don't dwell on that issue. You work on the healing process."

An indication of the city's success in healing could be its most recent election, held Tuesday. For the first time, the city council has an African American majority. Three of the five commissioners are black. The population of the city is 51 percent black.

Rippons was also reelected in a tight race with Commissioner Lawrence Bohlen that turned to a large degree on whether residents were alarmed by the pace of growth.

Bohlen campaigned for what he called "managed growth" and a rethinking of the fast pace that has occurred in recent years under Rippons.

Rippons contended that Cambridge needs new residents to bring new employers to secure the city's economic future. "It's been a vicious cycle," as key employers have left and the economy has suffered and then residents have moved on, Rippons said in a recent interview. As the city increases its population, by building new homes, "you can draw in the stores," he said. "And we will have them in the next 12 to 18 months."

Rippons says he believes the city "will be reenergized by the development going on in Deep Harbour and elsewhere."

He acknowledges that some residents fear Cambridge's charm could be lost in the wave of growth. But he maintains: "How do you create the job opportunities if you don't have the people" to bring the businesses?

Ames said, however, that he doesn't see immediate rewards for the city's working people from all the development. The Beazer project is "basically going to be for retired people from out of the area," he said. "The average working person can't afford a $100,000 house," let alone a higher-priced unit. These days, a modest house in Cambridge sells for about $125,000.

But he says the housing is "going to help with the tourism, basically," which is becoming more important to the county, and could also fuel other kinds of industries.

"People are apprehensive about change, because they don't know what the end result will be," he said. "You've got pros and cons. . . . The costs of the housing will go up but there may be more jobs" and a stronger economy as a result.

"Nobody is opposed to it," he said. "There's more of a wait-and-see attitude."

Shahzad Azam, whose family runs the Zip-Mart convenience store in downtown Cambridge, said the new construction "is a very good thing for the town. We need more customers."

He hopes that more customers "will bring more jobs, and more opportunities."

"It's very hard to find a job here, unless you want to work in a cheap job, at a fast-food restaurant, something that pays $7 or $8 an hour," he said.

But Azam said he's been disappointed so far by what the Hyatt has brought. "They thought this would bring a lot of people, but so far I haven't seen it."

Local lawyer and historian Hubert H. Wright IV said the Hyatt is "helping a three-county area" by providing new jobs. The hotel also routinely sends guests to local restaurants in Cambridge and Easton.

He thinks the restoration of historic houses by new owners is "very exciting" and the interest from others in new housing understandable, given what he considers the city's unequaled river access, deep-water harbor and historic charm. "It's a simple matter of supply and demand, and the demand is here," Wright said.

A big concern, he said, is that the city might not be making the right transportation decisions on the creek. The city is letting Beazer close a street that lets residents avoid the drawbridge that connects Route 50 to downtown. Wright says there might be tie-ups if the drawbridge needs repairs or doesn't work right when it's being raised or lowered to let boats out of the harbor.

But Beazer is building another small connector road that would let traffic skirt the project, though it isn't a main artery. Of course, the current access route, Trenton Street, is more a lane than a street.

Beazer officials, and other developers, say they have no interest in destroying the city's basic character. "We're not changing the town," Beazer's Rathlev said. "Our whole take on Cambridge is that it's a great town."

Beazer Vice President Carney said about 150 people have inquired about Deep Harbour in the past few months. Many seem to have been intrigued by a billboard just outside Cambridge on Route 50, he said.

Sally Seitz, a Westminster resident, is one of those who responded.

She called Beazer after spotting the sign on her way to her vacation condo in Ocean City, she said last week.

"We've been considering something less congested for some time," she said.

While her husband, insurance agent Douglass Seitz, remembers Cambridge as "a depressed area," from the days when "he traveled there as a child," Sally Seitz says both "have feelings that it's changing."

The couple fit the Beazer demographic, too. In their early sixties, they're looking to relax and to find "a place that my grandchildren would like," Sally Seitz said. She was also intrigued, she said, because of what she perceives as an opportunity to "get in on the ground floor, because prices are going up all the time."

A rendering of Deep Harbour, Beazer Homes' planned waterfront community. Below, skipjacks and schooners packing Cambridge Creek in 1899.Race Street in the old business district. City officials are marketing a reviving downtown.Condos on Cambridge Creek, with City Hall in the background. Mayor Cleveland "Rip" Rippons says the new Hyatt Regency was the catalyst. Mayor Cleveland "Rip" Rippons says the new Hyatt Regency was the catalyst. George Rathlev of Beazer Homes says "Cambridge's time has come." George Rathlev of Beazer Homes says "Cambridge's time has come." This is what is left of the old rail yard at the Beazer Deep Harbour site. The water still dictates the fortunes of Cambridge.