At Billy Joe Groom's place on Parrish Creek, wooden workboats tug ondocking lines as morning's first light casts a pink glow on the water. A gentle breeze rustles leaves along the shore. Gulls circle noisily overhead, ushering in another day.

Groom, though, has little time to savor the sunrise. It's just before 6 a.m. when the light comeson in his white bungalow. Within minutes he dresses in jeans, flannel shirt and blue corduroy cap, kisses his sleeping wife and 8-year-old son and bids farewell to the yelping hound puppy out back.

The slim, bearded redhead strides down the weathered wooden pier toward the "True Blue," coffee in hand. Like every day for the past quarter-century, he'll earn his living the hard way today, coaxing creatures from the waters of the Chesapeake Bay.

The 45-year-old never has known or even given much thought to any other way of life, nor had his father and grandfather before him. As a teen-ager, Groom dreamed of simple days on the water where success -- a good haul of oysters, crabs, fish or clams -- could be measured, sorted and sold at market.

So when he returned to his native Shady Side years ago after a stint in the Navy, he promptly bought his father's oyster boat, then rigged it for clamming, married his high school sweetheart and settled into a house on the water.

He counted himself among the fortunate few who still consider their work a calling, part of a proud, centuries-old tradition. In the old vernacular, long since faded from the vocabulary elsewhere but persisting along bay shores, Billy Joe Groom is a "waterman."

Today, Groom considers himself fortunate if hesurvives another season.

Steering his 50-foot Chesapeake Bay deckboat across West River toward the bay, he counts off houses in southern Anne Arundel County where watermen once lived. One after another,they have died or moved on, their children choosing safer, surer lives.

Groom understands. Go to college, he tells his only son, Gene,because the water's no place to make a living anymore.

Expenses only climb and profits only shrink. Pollution and disease kill off thewaterman's daily prey. Development replaces docks, crab shanties andoyster-shucking houses with waterfront condos watermen can't afford and posh marinas where no workboat is welcome. Government regulation,even measures designed to save a bay in declining health, can put watermen out of work.

"If it don't stop, we are done. We are literally done," Groom says. "There are just a few hardheads like myself left."

He squints in the morning sun, guiding his boat toward huge pound nets he has set in the water to trap alewives, a crab baitfish and, on good days, herring, perch and carp. He turns downcast as talk of boyhood expectations gives way to a brooding sense that he's the last of his kind in these parts.

"Never in my wildest dreams did I think anything would happen like what's happening to us," he says. "The watermen get shoved into this corner and that corner. It's the samething that happened to the American Indians."

The isolated corners of the county, where watermen plied their trade for centuries, keepshrinking. Shady Side, located 20 miles south of Annapolis and founded as a fishing village 300 years ago, typifies one-time watermen's havens.

The shucking houses and workboats along the water have all but disappeared. Just a handful of watermen remain, and most of the more than 1,000 Shady Side families now travel beltways more than waterways.

Like Groom, many of the die-hards who still dock their low-slung workboats in South County fishing communities view themselves as an endangered species with little political clout or control over their futures.

Just three decades ago, some 3,000 men made their living as commercial fishermen along county shores. Today, the Anne Arundel County Watermen's Association estimates, a mere 300 remain.

Still, they fight to preserve their way of life. A true waterman, it is said, stays on the water through good times and bad.

"A lot of watermen, that's all they've ever done and all they'll ever do, no matter how much money," says Larry Simns, president of the Maryland Watermen's Association. "It gets to a point where they're starving, and they will not leave. Most could make more money doing something else. But it's the challenge, the camaraderie, a closeness where you look out for one another."

Today's watermen working the bay and rivers around the county face threats their parents and grandparents never knew, especially since population in the Chesapeake Bay's six-state drainage area has mushroomed nearly 50 percent between 1950 and 1980.

Since the 1950s, the bay has come under heavy attack, taking in sewer plant discharges and fertilizer runoff containing nitrogen and phosphorus. In massive amounts, those nutrients fertilize algae that robsplants and fish of light and oxygen. With fewer trees and grasslandsto filter out pollution, eroding dirt from building sites ends up increeks and suffocates marine life.

While rapid development has brought with it ready-made markets, it also has brought bigger sewage plants. That means more treated sewage dumped in the bay and fewer oyster bars able to reproduce naturally. Pollution contributed to the decline of the fishery -- once the state's most valuable as supplier ofhalf the nation's oysters.

But parasitic diseases MSX and dermo nearly wiped out bay oyster beds four years ago. Higher-than-average salinity levels, caused by lack of rain in 1987, helped spread the disease, not harmful to humans but enough to give consumers a scare.

Consequently, most county watermen rely on summer crabbing, rather than on winter oystering, for much of their income. Crabs have replacedoysters as the biggest cash crop.

The near-demise of oysters tooka toll on profits. Oystermen who 20 years ago might have earned $600a day for 100 bushels are likely to fall short of the state's 15-bushel-a-day limit. At $20 a bushel, watermen often make just $100 to $200 a day, then spend half of it for equipment, labor and diesel fuel.

Even as profits continue spiraling downward, watermen must pay more to hold onto their docking areas in a county where demand has sentland values skyrocketing.

As the waterfront turned fashionable, builders flocked to the shores to put up homes, condominiums and marinas, complete with pricey slips that cater to yacht owners.

Often, new waterfront residents get more for their money than a spectacular view. They discover unsightly workboats making noise at ungodly hours, crab pots and shedding boxes stacked in yards, crab pots in the water to snag their boats. And they complain.

"It happens so gradually that watermen don't realize it at first," says Simns. "Then all of a sudden it'll boom, and then it's too late to do anything about it. It's hard to make the watermen in those areas understand until it's too late. They say, 'Ah, nobody's gonna want to live here.' But they don't realize that people want to live around the water, and it doesn't matter where it is."

Today, few watermen can afford to own waterfront property. With little public docking, they get squeezed out of places to tie their boats and store equipment.

If a waterman does own property on the water, often the land can be used commercially only until the end of his career, because of grandfather clauses in county land-use laws. Property owners can't transfer the zoning exceptions to anyone, including their children.

The population swell is not limited to land. While numbers of oysters and finfish of many species have declined, more people, including part-time watermen and sportfishermen, compete for the bay's bounty. The state Department of Natural Resources issued 1,990 licenses in Anne Arundel County in 1990, second only to Baltimore County. Fewer people, however, depend upon those licenses for their livelihood.

To level out harvests, the state has limited quantities and shortened seasons, reducing daily clam and oyster catches over the past two decades. It closed the Chester, Choptank, Magothy and Severn rivers to yellow perch fishing two yearsago and banned shad fishing in 1980 and striped bass fishing in 1985. When the state regulates one species, watermen switch to another, placing an additional strain on the alternate species.

During the moratoriums, the state restocked some depleted rivers, allowing some populations to grow. And this year, the state allowed limited rockfishseasons.

The state also has attempted to revive its dying $25 million oyster industry, in part through a $2.8 million replenishment program. That includes moving seed oysters, or shells splattered with baby oysters, from one river bottom to another. But, struggling with adeficit, the state cut back spending this year, leaving the program with an uncertain future.

Only such efforts to manage natural resources, state officials say, can keep the state's $900 million seafoodindustry alive.

"We've reached a point where there are simply more people taking oysters and clams than the bay can stand," says W. Pete Jensen, director of fisheries at the natural resources department."There just isn't enough resource there to satisfy all those people."

By limiting the number of people working the bay -- estimated at11,000 throughout the bay region -- the state can ensure that those who remain will find their jobs profitable, he says.

"We can't spread it so thin that nobody gets any advantage," Jensen says.

But, Jensen adds, the Chesapeake would suffer if it lost the watermen he calls "the eyes and ears of the bay."

"We rely tremendously on watermen's observations," he says. "Their conclusions aren't always the same as ours. But we'd lose a strong and important advocacy group to the bay if they weren't there."

Talk to watermen, though, and you hear a radically different view. Simply put, they say, they're being regulated right out of business.

Government officials penalize watermen for the pollution and disease that decimateharvests, they argue,instead of attacking the pollution and diseases.

During 22 years of clamming, Bill Cheatham, 38, of West River, has worked under increasingly strict limits. At first he had no restrictions. Later, he waslimited to 40 bushels a day, then to 25 a day and now to 15. Initially, freedom to work for himself had drawn him to the water.

"I gotfooled," he says. "Every time we turn around there are more restrictions and regulations. It's getting harder and harder. It will be tough to make 10 more years. It scares me. I don't have a formal trade asa bricklayer or carpenter. I don't have a college diploma."

Simnshas rallied commercial fishermen to organize and, as a group, they're slowly gaining political clout. Still, many foresee a day when stronger forces will push out the small businessman, a day when large corporations will harvest seafood.

Watermen have put aside age-old rivalries among clammers and crabbers, dredgers and divers and worked together -- among themselves and with other groups. By necessity, they've become activists, lobbyists and environmentalists.

"You can't take the cheap way out all the time, because the cheap way's going towind up being the most expensive way," Simns says. "If we have to pay a little more money for sewage treatment, it's better to pay that way than it is to wait 20 years from now and not have any seafood."

As lobbyists, watermen live by a creed that says no new legislation is good legislation.

"We don't put bills in. We try to kill bills," Simns says. "Any new laws are not going to make life better. They'll make life worse most of the time."

Simns warns fellow watermen -- many fiercely independent non-joiners -- that their days as only seafood harvesters are over.

"You have to participate in every facetof the industry, including the making of laws and regulations, or you're going to become obsolete -- a member of a non-existent industry," he tells them.

Already, he has watched development, restrictive land-use laws, rising land values and lost docking space drive watermen out of North County to the Eastern Shore, to part-time jobs on land or out of the business.

The changing landscape has forced most of the processing plants to shut down or channel their work in other directions. The state processes only half the oysters it did in the 1950s, when shucking and canning was a major industry. Now, 75 percent of Maryland's oysters are processed out of state.

Planned new homes will likely change the face of South County, where most watermen live, even more, Simns says.

Denny Patten, a 43-year-old former oyster diver from Shady Side, already has seen his last days on the bay.

"You just can't make it anymore," he says. "If I stay here any longer, I'll lose everything. We're not living. Just trying to survive. It used to be at Christmas you'd fill a bushel up for free. Back thenwe never charged on Christmas. Now it's dog-eat-dog."

Last year, Patten found his homeowner's insurance canceled because he was using his garage for "commercial business."

"I have a crab stand. I've been using my garage for business for 12 years," says Patten, whose quiet dirt road in Shady Side has seen its own building miniboom, with about 10 new homes. "All these city people moved down. They didn't understand oyster tonging and equipment, $10,000 to $12,000 worth of equipment. To them, it looked like junk."

This year, instead of looking for a land-based job, Patten plans to sell his house and crab offthe waters of St. Augustine, Fla.

"Put me in a closed room now, Ibelieve I'd lose it," he says. "It's all I know. I don't think I could do anything else. How do you turn your back on something you've done for 20 years? You can't start at the bottom."

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