At one time, people poured into the western Carroll County town of Union Bridge to trade or barter, shop at numerous storefront businesses, catch a movie, or eat somewhere along busy Main Street.

But now there's a slow, steady pace in Union Bridge, a town of 900 which resembles the setting of a black-and-white western -- gray and still, but with an undercurrent of something just about to happen.

It just never does.

"I guess you'd just call it kind of a quiet, historic town," Perry L. Jones Jr., the town's mayor, says matter-of-factly. "I don't know. I really don't know what else to say about it."

The Western Maryland Railroad used to bring people to Union Bridge to soak up its historic flavor as they shopped at the most modern stores. But those stores have long faded away.

It seems the only moving and shaking going on in Union Bridge comes from the truck traffic and heavy machines at Lehigh Portland Cement, the town's neighbor and a major employer.

But things are changing, slowly. After a steady decline, Main Street is due for a face-lift.

"Part of the plan is to determine what kinds of businesses people want to see on Main Street and try to figure out the best way to attract those kinds of businesses," says Brenda Dinne, the county's planning liaison to the town.

"Some things may involve just getting people to maintain the outsides of their property, paint the buildings, or get the landlords involved."

Union Bridge, incorporated in 1872, has a history of getting involved and getting things done.

Located in what is called the Piedmont Plateau and settled as a farming community before the Revolutionary War, the town is named for a project that was completed with the utmost cooperation.

A bridge was built over the northern swamp and nearby Pike Creek by citizens on both sides of the area. Because the collaborative effort was so successful, the name of "Union Bridge" was suggested to the Postal Service as the official designation of the town in 1820.

Little growth took place in the village before the Western Maryland Railroad reached the town in 1862. Union Bridge was the final destination of the line, and the rail company built homes for its employees and set up its offices in town.

Though the line expanded west in 1871, the town remained important to the railroad. The Western Maryland Railroad Depot was built in 1875.

A brick depot and office building was erected on Main Street in 1902. It now is a railroad museum.

The cement company moved to town in 1912 and brought many jobs. But the noise and dust from the plant chased from town the Maryland Collegiate Institute, which had organized in 1878.

Somewhere along the line, Union Bridge lost its Main Street businesses, and some of its allure.

Though the Maryland Midland Railway, a successor to the Western Maryland Railroad, brings people through town on various excursions and the activity-oriented EnterTrainment Line draws people to and through Union Bridge, the railroad is no longer a major economic player.

The cement plant provides the town with a tax base -- and has become more people-friendly, addressing the dust and noise problems as well as participating in community events.

Gone are the movie house, the corner grocery, the five-and-dime stores stocked with the necessities. Strip malls in nearby Westminster made shopping at those stores and corner shops obsolete.

Many folks would love to see the town returned to its former glory, but most are just happy Union Bridge has recently acquired a restaurant.

Original Pizza has been in business at the corner of the downtownsquare for eight years. Now, there is the Union Bridge Family Restaurant, which opened earlier this summer.

"It's beyond belief what we used to have," says Margaret Rinehart, 86, who has lived in town for more than 60 years. "Oh gosh, the stores and things. We had restaurants, we had stores, a lot of stores."

"Everybody seems to be tickled we have [another] restaurant," she says.

Mrs. Rinehart and Madalene Utermahlen, 72, an area native, were chatting about the town at the local pharmacy, where 5-cent cups of coffee draw residents daily to two tables at the front of the store.

"Union Bridge has really changed from the old times," says Mrs. Utermahlen, who lives with her sister in the northern part of town. "If only they could put it back to the way it used to be."

"You never go back to the way things used to be," Mrs. Rinehart

says. "Things always push forward."

400 new homes

Development has been pushing forward since 1990, when Towson dentist G. Jackson Phillips first brought plans for developing a 171-acre parcel on the eastern end of town to the town Planning and Zoning Commission.

The 400-plus unit development will include single-family houses, duplexes and townhouses.

Some residents were opposed to annexing the land. More than 120 residents signed a petition calling for a vote on the issue. But in August 1992, residents voted to annex about 110 acres. The rest will be open space.

Dr. Phillips has said the community would be a big draw for thetown. The homes would be designed to provide affordable housing to people who want a rural residence without being isolated from the metropolitan area, he says.

He says the units will be reasonably priced -- just over $100,000 -- and that the Owings Mills Metro station and the Northwest Expressway make the town very accessible.

There have been other changes. In September 1993, the town government moved from the living room-size space it had occupied for 70 years to a state-of the art town hall constructed on the site of the historic Pump House Building on Locust Street.

Instead of a 180-square-foot room crammed with the two desks, a tiny council table and numerous file cabinets, officials now conduct business in a modern facility with separate offices for the clerk-treasurer, mayor, the council and the receptionists. The Town Hall Funding Committee has held breakfasts, raffles, souvenir sales and other activities to raise money for the $200,000 project.

"We've only been here three years, but we've found Union Bridge to be quiet and friendly," says Janice Sheesley, 57, whose husband, Dwight, is pastor of Union Bridge United Methodist Church. "And the neighbors are very helpful."

Mrs. Rinehart said there is no other place she'd rather be.

"I love the town. We've got everything we need right here. We've got a pharmacy, a hardware store, a doctor, a dentist," she says. "My whole family is here.

"People are getting out of the city and coming here. We seldom have any problems here," she says. "Anytime they hear of a house up for sale, they're here."

UNION BRIDGE

Population: 912 (1990 Census)

Commuting time to downtown Baltimore: 1 hour; or 40-minute drive to Metro station in Owings Mills, followed by 15-minute train ride.

* Commuting time to Washington: 45 minutes

* Public schools: Elmer A. Wolfe Elementary School; New Windsor Middle School; Francis Scott Key High School

* Shopping: Specialty shops in town (Union Bridge Hardware, Union Bridge Pharmacy, The Gun Cellar); shopping centers along Route 140 in Westminster, about 11 miles east; shops in Libertytown, Frederick County, about 8 miles

* Nearest malls: Cranberry Mall in Westminster, 11 miles southeast

* Points of interest: The Pipe Creek Quaker Meeting House, built in 1772; Western Maryland Railroad Museum, a Victorian building that houses photos, plans, charts, equipment and other historical items; Farmers and Mechanics National Bank, marking the original site where the first reaping machine was designed and assembled in 811 by Jacob R. Thomas; Locust Street Pump House, being converted into the Union Bridge Museum.

* Average price of single-family home *: $125,678

* ZIP code: 21791

* Average price for homes sold through the Central Maryland Multiple Listing Service over the past 12 months