"It was a ramshackle, beat-up old place," Chuck Thompson remembers fondly. "It was not particularly attractive, not very pleasant and parking was less than adequate.

"But it served its purpose."

The man who holds perhaps more memories of Memorial Stadium than any other human being adds a quick qualifier to his recollection:

"When they began to reconstruct, it became quite a ballpark, didn't it?"

Chuck Thompson, the longtime radio and TV voice of both the Baltimore Orioles and Baltimore Colts, has broadcast more games than he's willing to count from within the confines of this once-ramshackle stadium. On a recent fall day, as Memorial Stadium's last weekend of play loomed ahead, he sat in a nearly empty grandstand and reminisced.

"I was in the football box, up behind the 50-yard line. There was no upper deck, the grandstands were sunk into the ground. The place probably sat about 50,000 for football."

He is speaking of the first game he ever broadcast from what was then called Municipal Stadium. It was the fall of 1948 and Mr. Thompson was providing color commentary for the Navy-Missouri game. It's funny, he admits, the things that stick in your mind.

"Missouri had a split-T offense, which I had never seen before. To say I got excited . . . well, it was quite a game."

It was a game that turned out to be pivotal in the career of Chuck Thompson. When the play-by-play announcer suddenly became ill, Mr. Thompson had to step in and his performance so impressed officials of the Gunther Brewing Co. -- who owned the broadcast rights to the International League Orioles -- that they offered him a job.

So in 1949 the Reading, Pa., native who had been working at a Philadelphia radio station moved to Baltimore, where Memorial Stadium became his home base. Within a few years he would see the structure -- originally built in 1922 -- rebuilt to meet major league standards, the rickety wooden planks replaced with fold-down metal seats and an upper deck added.

But for those first international baseball games that Mr. Thompson broadcast, not only were the grandstands shabby but the playing configuration was reversed. "Home plate was down there," he says pointing to the left field corner. "It was 270 feet down the left field line to the wall. Down the right field wall the only thing between home plate and the administration building on 33rd Street was a drinking fountain."

And one of his earliest baseball memories at Memorial Stadium has little to do with playing the game.

"It was my second or third game here," he recalls, "and I saw one of the Orioles climb up the screen behind home plate, jump into the seats and beat up a spectator. Apparently the spectator had been very abusive and they didn't have the kind of help they have today, ushers or security guards, to take care of things. So one of the umpires asked this player to handle the situation."

There are memories, too, of great catches and monumental home runs and phenomenal touchdown passes, of the "sheer joy" of the 1966 World Series. But, for Mr. Thompson, it was the moving good-byes to individuals that left the most lasting impressions.

"The Arthur Donovan retirement ceremony," he begins. The great Baltimore Colt defensive tackle was retired on Sept. 16, 1962. And, for Mr. Thompson, "It was one of the most emotional moments ever on the field.

"I was broadcasting the game for CBS-TV and I remember Donovan's speech, how he expressed feelings about how his mother in heaven would feel about what her kid had accomplished. Then they took his jersey [which was being retired], put a rain cape over him and he walked off the field as the band was playing 'Auld Lang Syne.'

"The producer was telling me to say something but I had such a lump in my throat I couldn't say a word. For once it was the right thing to do."

Other retirement ceremonies made similar impressions. "When Brooks Robinson was retired, Doug DeCinces [who replaced Mr. Robinson as the Orioles third baseman] pulled up the third base bag and handed it to Brooks," Mr. Thompson recalls. "It was spontaneous and it was the perfect thing to do."

And then there was the October weekend in 1982 when Earl Weaver retired (for the first time) and the Orioles' hopes to win the division didn't die until the last out of the last game against the Milwaukee Brewers. For Mr. Thompson the game itself was overshadowed by what happened afterward: "The players came out after the game and led the fans in an Orioles cheer. I tell you, what a great afternoon to be in the ballpark!"

Now 70, Mr. Thompson took his own stab at retirement for a couple of years, but returned to do Orioles play-by-play this season on the radio, filling in for Jon Miller who is often called away by TV obligations. Mr. Thompson will call the last game to be played in Memorial Stadium on Sunday, and says he has been asked to return for similar duties next year, although he has not yet made a final decision about his plans.

And despite his affection for the ballpark he has called home for more than 40 years, Chuck Thompson is characteristically upbeat about the new stadium being built in Camden Yards.

"The new ballparks are created, No. 1, to make the fan more comfortable," he says. "The fans deserve this: more comfortable seating, ample parking, better concessions, better transportation to the ballpark. So there are a lot of pluses for the fan."

Adding that no matter how luxurious a stadium is "the bottom line for the fan is the team out there on the field," Mr. Thompson deferred to a baseball legend for the most appropriate attitude about leaving Memorial Stadium:

"Years ago there was a great baseball player named Satchel Paige who said, 'Never look back. You might find someone is gaining on you.' So I'm looking forward."