the D-Day invasion, a ship that was part of the massive naval exercise was quietly anchored in St. George's Harbour.

The motor ship Picton Castle , formerly HMCS Picton Castle R.N., was escorting convoys in the North Sea on June 6, 1944.

Today, an X-shaped marking on her bow is the only sign of her military past.

It marks the weld spots where an acoustic hammer was attached during her days as an armed mine sweeper.

Her guns are gone, as are the racks of depth charges on her stern.

Built in England as a steam trawler in 1928, "she may well be the only Royal Navy vessel that served the entire war that is still in commission,'' said her captain, American-born Mr. Daniel Moreland.

More changes are planned for the 140-foot ship, which was renamed Dolmar during her recent life as a fishing trawler near Norway. Capt. Moreland, one of a group of investors who rescued her from drydock there last year, wants to transform her into a square-rigged barque.

At the end of this week, the Picton Castle is to sail for Lunenburg, Nova Scotia, where her deckhouse will be removed and three masts raised. Half her large cargo hold will be converted to passenger berths.

By this time next year, Mr. Moreland estimates he and his partners will have spent $500,000 on the Picton Castle . He and his crew hope to be sailing around the world with a group of expense-paying amateurs.

Yesterday, the 40-year-old mariner was reflecting on the Picton Castle's earlier role, when she was still a coal-fired steam trawler in the Royal Navy.

As well as supporting successive waves of the invasion on D-Day, the ship took part in the raid on St.-Nazaire in March of 1942.

"Coming down the North Sea last fall, I just couldn't stop thinking about 50 years ago,'' he said. "The maritime battle of the Atlantic started September 1, 1939 and ended in May of 1945. It was the one battle that lasted the entire war.

"I'm in awe of that. I find the challenge of the sea staggering as it is, without compounding it with the mechanisms of war.

"I have utter respect for the mariners of World War II. What a hideous ordeal.'' Most of what Mr. Moreland knows about the ship's naval history comes from the ship's former telegraph operator, who he met in Ipswich.

Mr. Tom Gamble said most of the crew was not regular Navy, like he was. They were "fishermen and reservists hastily mustered into service.'' Members of the Picton Castle's fleet were known as "Harry Tate's Navy,'' after a scruffy and vulgar British vaudeville comedian.

And as a dyslexic telegraph operator, Mr. Gamble added to the ragtag nature of the ship.

"Apparently, both the British Navy and German forces thought the Picton Castle was using some new extra secret code, but Tom was just getting his letters and words mixed up,'' Mr. Moreland said.

He believes the out-of uniform recruited fishermen and the dyslexic telegraph operator were in keeping with the nature of the ship, which had a dog and two cats aboard for her recent Atlantic crossing and is flying a Gosling's Rum flag while in Bermuda.

"I strongly feel that she was a happy ship,'' he said.

"Ships are either happy or unhappy. It doesn't matter who the captain is, or the crew, there's just something in them -- I don't know what it is.

"I think that people have had a lot of fun on her.'' As an officer aboard the full-rigged ship Danmark and a former captain of the Pride of Baltimore , Mr. Moreland is no stranger to Bermuda and is considering moving the registry of the Picton Castle here from the US Virgin Islands.

"I like Bermuda,'' he said. "Bermuda is in a brilliant location. Just when you're really sick of being at sea, up pops Bermuda. It's sort of the tavern of the seas.''