CUMBERLAND -- Early this week, Joe Pantoliano kicked his feet up on a desk in a bare, white-walled office in the Diamond Hill Industrial Park, reviewing a script for Waterfront, his CBS television series set in Rhode Island.

Seated not far from the front door, the 54-year-old actor was dressed in khaki shorts, boat shoes without socks and a tan cap.

Cradling the receiver on his shoulder, he talked on the phone about a scene involving his character, the mayor of Providence, and the City Council.

Just next door in a cavernous warehouse, set design crews were sawing, drilling, and hammering together massive wooden set pieces. Other workers were unloading mahogany chairs and desks to be used on the sets.

Waterfront is back in Rhode Island, preparing to begin shooting episodes for the show, which stars Pantoliano as Jimmy Centrella, the charismatic but "ethically challenged" mayor of Providence.

William Baldwin plays the state's politically ambitious attorney general.

Production is scheduled to begin Aug. 31.

Peter McIntosh, a producer for the show, said Pantoliano, who lives in Fairfax County, Conn., has been "bouncing back and forth" between his home and Rhode Island.

McIntosh said the rest of the cast, including Baldwin, Mary Stuart Masterson and Larenz Tate, are expected to arrive in Rhode Island in a few weeks.

CBS has ordered 13 episodes of Waterfront, which would air as a mid-season replacement. That means it will probably be broadcast in either January or March.

The pilot was filmed last March, which means there are 12 episodes of Waterfront still to be made.

Asked how long Waterfront will be in Rhode Island, McIntosh quickly answered "Seven years," alluding to the possibility of a long run for the show.

As far as the first season's episodes go, McIntosh said Waterfront would probably be in the state until January.

Production crews for Waterfront moved into the former Alcoa Aluminum warehouse at 70 Industrial Lane in Cumberland unannounced three weeks ago.

"It's all about finding a building. It's tough to get a building with 50,000 square feet of space that's available with a one year lease and an option for seven more," McIntosh said.

Brad A. Dean, the building's owner, said Waterfront Pictures signed a one year lease for the 60,000-sq.-ft. building and is bringing a film crew of 150 people.

McIntosh and Dean, a Cumberland resident, first met in the fall of 2005 during filming of the upcoming Wesley Snipes action movie Hard Luck, Dean said.

Part of that movie was filmed at Franklin Farm, a town-owned, historic dairy farm.

When Waterfront was picked up by CBS, Steven Feinberg, director of the Rhode Island Film and Television Office, and a representative of McIntosh approached Dean, whose 25-year-old company, Dean Warehouse, owns 13 warehouses in northern Rhode Island.

Dean offered the Diamond Hill Industrial Park property, which is located just north of the Route 295 ramp.

Though he had purchased the building in late June with the hope that he would convert it into the corporate headquarters of his business, Dean said he has considered turning the building into a permanent film studio.

"It doesn't seem like a bad business decision," he said.

Cumberland Mayor David S. Iwuc, said the Holly wood presence would be a boon to businesses in town.

Already, he says, the film crew is buying materials from local hardware stores and eating at local restaurants.

"This is great for the image of Cumberland," he said. "It can change this farm-turned-bedroom community. It can put us on the map."

McIntosh didn't indicate any of the other locations where Waterfront will be shooting next month. "We're going to take advantage of Providence. We're going to show it, people are going to see it," he said.

Locations for Waterfront's pilot included the State House, Providence City Hall, Hemenway's restaurant, a Route 195 construction site and the Licht Judicial Complex.