A sad occurrence provides an unusual shopping opportunity for anyone who's enamored of stuffed and toy bears. The 15-year-old Teddy Bear Museum in Naples is closing on June 1, a victim of spiraling maintenance costs, dwindling memberships, a dearth of volunteers (especially in the summer) and, according to its director George Black, a lack of community support. This leaves some 5,500 bears in the permanent collection, and hundreds more in the gift shop, in need of homes. And don't leave it to George; he's already got 900 bears in his personal collection.

By law, the bears on display in the galleries must either be sold to interested parties or given to another not-for-profit 501(c)(3) corporation. Black, one of the museum founder's six children and its first and only curator/director, has made the decision along with the board of directors to offer the museum bears for sale to bear lovers locally and around the world through the Internet and at the museum. This sale has already begun. That leaves the bears in the gift shop, and they're also on sale, many at a 40-percent discount. So it's time you went bear hunting.

The museum was established by Frances Pew Hayes, an irrepressible collector who discovered bears when a grandson gave her a tiny stuffed M&M bear in 1984 as a Christmas gift. Up to that time, Hayes had collected thimbles, plates, guns (she was a skeet shooter), dolls, spoons and actual animals.

Hayes was a huge contributor to the museum, but she is gone now, and keeping the attraction viable is becoming impossible for her son. Black says the museum receives no annual tax dollars from any city, county or state agency. About 50,000 visitors a year tromp through the cozy log museum nestled in a stand of pines and hidden from the highway. Inside the museum, bears are arranged in vignettes that include a teddy bear wedding, beach scenes, Goldilocks, Pooh Corner and family gatherings.

In the gift shop you'll find petite ceramic bears peeking out of teacups. You'll see bear books and paintings, puppets, jewelry, crib toys, T-shirts for kids, and a full wardrobe of clothes for bears of all sizes. There are even make-a-bear kits if you want to create an original. Find mermaid bears and angel ones, bears in hot air balloons, bears to snuggle, and a full line of professional bears decked out as doctors, baseball players, nurses and such. Brands include the exclusive Steiff and Gund as well as Russ, North American, Boyds and Hermann Teddy Original. The best bargains are, of course, on the high-end collectible brands such as Steiff. Did you know that a pre-1920s Steiff bear in good condition could sell at auction for between $500 and $700 a standing inch?

The strip of estero boulevard that leads to Time Square near the bridge on Fort Myers Beach is lined with shops that advertise body piercing, tattoos, fast-food, budget bikinis, cheap beach towels, tacky T-shirts and glitzy thong sandals-not anybody's idea of refined artsy shopping. But if you find yourself wandering along the main drag and are dying to dip into a place that offers both the unusual and the elegant, Surprise! is a genuine godsend.

Rose Ressa, a New Jersey textile artist, represents about 1,000 local and national artists and crafters in her compact 435-square foot boutique. "You really have to look closely and walk through several times," she notes, "because things are layered, and some things appear to be hiding the first time around."

She's right. You want to move slowly among the jewelry cases, which contain silver and fused glass earrings and bracelets. Then there's the collection of art glass, whimsical ceramic items, hanging ornaments of fantasy sea creatures and animals (a deal at $17), keepsake boxes, highly decorated mirrors and clocks, wine bottle stoppers, even creative greeting cards. Ressa is the sole employee in her boutique, so she doesn't have time to indulge her own creativity anymore. "This store is my canvas now," she says. "And I want it to be inventive and full of joy, so I only stock work of other artists I admire."

My favorite objects in her collections are the handbags for day and evening. She carries the coveted Mary Frances line of hard-sided haute stylized little bags encrusted with beadwork and gemstones. Each one is unique and has its own name-Passion Petals, Rural Garden, Ambrosia. Swim School features a dazzling group of fanciful fish and sea horses dressed out in seed pearls and crystal beads. These bags sell for about $165-$225 and each comes with a fabric sack for safe storage. But really, with a piece of wearable art this wonderful, you'll want to display your Mary Frances petite tote when not sashaying around town with it.

Another artist, Andrea Dodds, who lives on Fort Myers Beach, creates handbags out of old 78-rpm vinyl records. At $40, these clever purses are real conversation pieces. They're lightweight, colorful and reasonably priced when you think of the wow factor. Ressa stocks handbags fashioned out of bamboo slats, faux flowers, even Florida license plates ($38). The clasp on the latter is a flattened metal bottle cap festooned with rhinestones. Who could resist?

In the celestial hierarchy, seraphim occupy the top spot. Said to be supreme angels with six wings, they're associated with glory, love and joy. And that's why Tanya Anderson named her Naples clothing store Seraphim. She wanted the name to suggest what the store is all about: heavenly attire, from gossamer lingerie and floaty day skirts to creamy sheer long dresses just perfect for a barefoot wedding on the beach. Anderson knows about wedding attire. Her mother owned Vera Plumb Brides, a shop in Upper Montclair, N.J., that

was regionally famous for decades and closed

in 1994.

"As a little girl, I played among the gowns and veils," remembers Anderson. "And later I accompanied my dad on buying trips, and I worked in the store. When you sell wedding gowns, you become experienced about different types of bodies and what looks best on what kind of figures. Later in my retail career, I sold swimsuits, and that completed my education about body types. Fitting a woman with a swimsuit is like fitting her with a bridal gown; you have to understand bodies. That's why when a woman comes into Seraphim and asks for my help in selecting a formal dress or a casual outfit, I don't waste her time. I can look at her for 10 seconds and then just start pulling things off my racks that I know will be the most flattering for her body type."

Seraphim beach bridal gowns have a romantic vintage quality. Anderson says that tea-length is best, especially if you're not going to wear shoes. She carries white and ivory as well as pale pink and champagne. The dresses are frankly filmy and feminine, perfect for a swanky garden party or dinner dance as well as a wedding. These romantic frocks start as low as $136. Some are quite understated (for the modern woman who wants something unadorned) with all the interest in the cut and fabric. Other more Edwardian looking frocks are delicately ornamented with ribbon and antique lace, tiny rosettes, and pearls or embroidery. One is prettier than the next. Her prom, cruise and beach bridal dresses top out at about $468, remarkably reasonable considering the quality and styling.

Besides evening dresses, Anderson stocks fetching sportswear and a grand collection of shawls, which are her personal downfall. "I just love them," she admits. "And often they do so much more for a woman than a jacket or sweater. I encourage shawls."

The retailer employs two experts: her aunt, Nancy Wagner, in Colorado, and a needle artist, Florence Allen, in Bradenton. Both make shawls especially for Seraphim-and they are quite impressive, ranging in price from about $185 to $250.

I'm also fond of Seraphim's extensive collection of jeweled and tortoise-shell hair ornaments ($8-$68) and big, bold hand-blocked straw hats, some from the designer Carol Carr of Palm Beach, which sold out at Kentucky Derby time. These couture hats average about $260.

Before moving to Naples a year and a half ago (a town she chose on the Internet sight unseen), Anderson owned another dress shop for 10 years in Connecticut. Also called Seraphim, it specialized in vintage wedding gowns. "This time I wanted to be near the beach and in sunshine year round," says the storeowner. "I made the right choice in Naples. It's paradise."

Teddy Bear Museum of Naples

2511 Pine Ridge Road, Naples. (239) 598-2711

Surprise!

1901-106 Estero Blvd., Fort Myers Beach.

(239) 765-4840

Seraphim

600 Fifth Avenue S., Naples. (239) 261-8494