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HOW IT RATES The commercial centre of Gloucestershire stands amid rolling hills and marks its position with the soaring tower of its cathedral. The nation's oldest retirement spot, it hosted pensioned Roman centurions before becoming a place of pilgrimage in the Middle Ages. It was Britain's largest inland port in Victorian times and the docks are undergoing regeneration at last.

ARCHITECTURAL GEMS The Gothic Gloucester cathedral stands on the site of a Saxon monastery and was begun in the 12th century by Benedictine monks. The Great Cloister, completed in 1367, has the first example of fan vaulting in England and was used in the Harry Potter films. The Gloucester Folk Museum is in a row of Tudor and Jacobean houses and the Llanthony warehouse is the best example of the city's restored dock buildings; it now houses the National Waterways Museum.

WHAT'S NEW Peel Properties and British Waterways are behind the £200 million docklands regeneration project that includes Bakers Quay, Llanthony Wharf and Monk Meadow. Much like Docklands in London the area feels a bit empty despite being full of designer apartments - but it won't be finished for a few years. Judges Lodgings, on Spa Road, is a very pleasant development of one and two-bedroom flats in a renovated 19th-century mansion house. Prices start at £125,000 (Strutt & Parker 01452 416820).

QUALITY OF LIFE Not bad. The city is pretty in parts and offers all amenities, although not always to the best standard. The Forest of Dean, the first National Trust Forest Park in England, is a short drive away; it is spooky and beautiful and said to have inspired the setting for J.R.R.Tolkien's The Lord Of The Rings. The traditional sport of cheese rolling (rolling double Gloucester cheeses down the very steep Cooper's Hill) is a muddy, cheerful affair; this year's event took place on Monday.

TRAVEL Gloucester sits between Bristol (40 miles away) and Birmingham (60 miles away); both can be reached in an hour by train, and in about the same time by car on the M5 if there is little traffic. London is a two-hour drive away.

SMARTEST STREETS Kingsholm and Longford, north of the centre, are the best areas. Denmark Road is popular for its Victorian and Edwardian houses. Montpellier has stylish white terraces and large, detached homes can be found off the Stroud Road. Upton St Leonards and Brookthorpe are two wealthy edge-of-town villages always in demand.

BEST RESTAURANTS Haus is sleek and contemporary in both decor and cooking and Dr Fosters is a cosy wine bar and brasserie by the docks.

TOP NIGHTLIFE Café René is the place to go; one wall is a vast wine rack and there is a well inside the bar; it puts on the occasional barbecue and has live music. The King's Theatre is an independent theatre sponsored by Timothy West and Prunella Scales.

EDUCATION The Crypt School specialises in sciences and St Peter's RC High School is a popular voluntary-aided local authority school. The King's School and the High School For Girls are two good independent schools.

WORKING LIFE The current unemployment rate in the city is 2.1 per cent. The largest sector of Gloucester's economy is finance and business (26 per cent), followed by public services (22 per cent) and hotels and catering (20 per cent).

UPSIDE Two events this weekend that show the city's spirit are the Gloucester Cricket Festival and the Gloucester Antiques and Collectables Fair.

DOWNSIDE Gloucester constantly suffers comparisons with neighbouring Cheltenham. And the recent spate of flooding has also given the city a bad name. Locals hope the current regeneration will restore some of the city's past glory.

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