Years ago, when Charlie Speorl first started coming here, this spit of sand and marsh was a perfect hideaway for rabbits and turtles.

The rabbits, which still flourish a few miles north in Bethany Beach, fed on acres of grasses. And the turtles lolled in the sun in the backwaters of Sinepuxent Bay.

A lot has changed since then, particularly because of the creation of the Chesapeake Bay Bridge, which lured Washingtonians across the Bay and the flat Eastern Shore to the cool ocean beaches.

Now Ocean City is high-rises and parking lots.

And there's a new breed of turtles and hares.

You'll find them at Mellow Beach-the nickname residents have given Edgewater Cottages, which nestle against the Bay in the shadow of the new Ocean City convention center.

"We don't have any in-betweeners here," said Speorl's friend and neighbor, Joe Maskalunas. "We've got the young and the older, retired people like me. It's just one happy family. We love it."

In the last year, Speorl, who had workded nearly 40 years as a printer in Washington, survived pneumonia, open heart surgery and an aneurysm.

He moves more slowly now, a wise turtle taking care to avoid stress. On either side of the cottage he keeps for the summer, the youngsters flit in and out in jeeps and sports cars, running from one party to the next, staying up all night working all day. Rabbits on the prowl.

The kids like Charlie and Joe and the other older folks. When there's a party going on in one of the fading little cottages, they always holler down an invitation. Charlie and Joe look forward to the weekly practice sessions of the girls' softball team, which works out on the turf that separates Edgewater from the concrete convention center.

All of which is not to say that the old folks have nothing to do. Charlie and Joe go flounder fishing every day, weather permtting. Their wives chase crabs around the dock.

When I called my friend, Bob, a few weeks ago and told him I was going to try for flounder behind Ocean City, he said, "Call Charlie Speorl. That's all he ever wants to do."

Speorl was only too pleased.

"Well," he said over the phone, "I haven't been out fishing yet this year. The doctors stitched me from my belly to my chest and I haven't been able to get the boat ready. But if you want to go fishing, by golly, we'll go."

We made a date for 8 a.m., but no one goes by the clock at Mellow Beach.

Eight o'clock stretched into a long breakfast, fixed by Charlie's wife, Eileen. Then Joe checked the water and found slack low tide, which would never do. So we stopped by Bahia Marina, where we got minnows and gas and chatted with some of the young fellows there.

Then we had some more coffee and put together some crab traps for Eileen, ad watched the 20-year-olds tumble out of the Mellow Cottages, rubbing sleep from their eyes as they trudged across to the surf, fiberglass surfboards under their suntanned arms.

"You have to understand," said Speorl. "You've been working.You're used to getting things done. We don't operate like that around here."

Finally, at 11 the tide was moving and we cast off under sparkling blue skies. The run form the convention center where 30 other boats were drifting for fish took two minutes. Within five, we were wetting our lines and in five more Speorl had the first flounder, a keeper fish about 1 1/2 pounds.

Flounder fishing doesn't require much more skill or concentration thatn sunbathing offers the same result, along with a mess of perhaps the finest seafood there is.

We fished the end of the rising tide and the beginning of the ebb and in three hours had half a cooler full of keeper-sized fish-19 in alll.

The technique is simple: rig two long-shaked No.4 or 6 hooks on any medium-weight line, one hook about three feet above the bottom and another 18 inches below that. Put a one or two-once sinker on the bottom and a minnow on each hook.

You drift where the tide takes you, hopefully over a channel, which Speorl calls a "ditch." The good flounder grounds in Sinepuxent Bay are easy to find because there are always other fishermen there when the tide is moving.

A tug at the end of the line means either a flounder or a blue crab has the bait. We kept both because the crabs are great eating, too.

Normally, Speorl fishes intil he has four good flounders, then calls it a day. His tiny cottage refrigerator can't hold much more, and he like to leave some for the next day. The excursion gives shape and substance to his relaxed life.

A good boat for flounder fishing is a 16-foot skiff with a small outboard. These are available for rent at about 10 places in Ocean City. There was a nice assortment at Bahia Marina on 22nd Street, where we stopped. The rate was $14 for four hours, $2 and hour after that. Some places also rent tackle. Flounder fishing is good all summer.

The flatfish fillets are as sweet and tender as those of any fish. We make a breading of half cornmeal, half flour and pinch of salt. Dip the fillets in an egg-and-milk mixture, roll them in the breading and fry gently in butter.