By RICHARD SALIT Journal Staff Writer

NEWPORT -- After 25 years of taking wistful adults and wide-eyed children on rides aboard its historic train, the Old Colony & Newport Railway may have made its last run.

The volunteer train buffs who run the nonprofit group say they are all but being forced to shutdown by the state because of persistent conflicts between them and the only other operator on the track, the Newport Dinner Train.

The Department of Transportation has given Old Colony until Friday to sign a contract that would allow it to continue operating on the state-owned Newport Secondary Line -- but essentially at the whim of the Dinner Train. That arrangement is practically impossible for Old Colony to survive, according to the group.

For starters, Old Colony would be barred from operating on Easter, Mother's Day and Father's Day, some of its biggest revenue-generating days. Then there are legal questions about whether a nonprofit can operate under a for-profit, they say.

"The Newport Dinner train wants to take over absolute control of the track," says Old Colony volunteer Peter Martin. "We just want to run peacefully.

Robert J. Andrews, chief executive officer of the Dinner Train, said his business is not out to railroad Old Colony.

"We are more than willing to allow them to operate on the line. We don't mind a nonprofit railroad," said Andrews. "We value Old Colony. We could continue working with them."

But Andrews said the nature of their relationship needs to be clarified. Dinner Train signed an agreement in 1997 with the state that allows it to operate on the 12.4-mile line that runs along Aquidneck Island's western shoreline. It must maintain the tracks and allocate a percentage of its revenues to the state.

This year, from May to October, the state collected more than $12,000 from the Dinner Train, according to a Heidi Cote, a spokeswoman for the DOT. Old Colony has traditionally provided an in-kind contribution of 500 hours of manpower a year. But it has not signed an operating agreement with the state.

"They have to understand we are paying the freight and we appreciate any volunteer help they can give us, but we care more about the operating rules," Andrews said. "You cannot have two operators on a railroad line doing whatever they want, particularly if one is paying all of the bills and the other is not."

For safety reasons, he said, Old Colony "must conform to one set of operating rules."

ASIDE FROM THEIR devotion to trains and the track they share that offers spectacular views of Narragansett Bay, Old Colony and the Dinner Train have little in common.

The Dinner Train is a highly polished operation offering an array of trips and entertainment. There's "Romancing the Rails," "Cabaret Dining," "Murder Mystery Train," and "Singing Conductors." The trips all include fine cuisine, served in richly decorated vintage railcars.

"Welcome aboard! Step back in time when dining aboard a luxury train was a statement of elegance and privilege," reads the company's Web site.

Dinner Train runs promotions that tie into other tourist attractions in Newport, including helicopter and boat rides. It runs from March through December.

Old Colony, meanwhile, is essentially a traditional sightseeing trip aboard a historic turn-of-the-century train. It offers just two trips a week, both on Sunday, throughout the year. The outfit is run not by people seeking to earn a living, said Martin, but those who love railroads and history and who want to "show kids something new and different."

"It's a wonderful way to spend a Sunday afternoon," he said. "You are meeting people when they are happy and doing something fun."

The ill will between the two outfits is so old that Martin can't remember when they weren't having problems.

At DOT, he said, "they are sick and tired of the bickering going on over this railroad track. Their answer is just to give control of it over to the dinner train."

Dinner Train, he said, "already came into town and took over Old Colony Christmas run. Old Colony used to have Santa Claus runs ... Why can't people have a choice? His price is considerably more than ours. He serves a nice meal. Maybe people don't want a nice meal."

Old Colony is appealing for help to city officials and state legislators. They are asking the officials to lobby Governor Carcieri to prevent Old Colony from being derailed and to have a DOT representative meet with the council to discuss the matter.

City Manager James C. Smith, who has been approached by Old Colony, said there is an inherent potential conflict between the two groups.

"The Dinner Train is part of the hospitality industry here in Newport. The Old Colony is part of the historic preservation efforts," he said.

Smith said it's his understanding that Newport Secondary "is not a high priority at this point for DOT" and that the Dinner Train has been favored because of its "primary support for the line."

"I think DOT has made a considerable effort to make peace between the parties." The agency, he said, "has basically thrown up its hands."

DOT RECENTLY sounds as though it has reached the end of the line with the situation. When it mailed the proposed contract to Old Colony, a DOT lawyer, in a Nov. 5 cover letter, said it followed "years of discussion with no meaningful resolution(s), and several proposed and rejected operating agreements to create an amicable relationship between Dinner Train and Old Colony."

The contract states that "upon any conflict that may arise ... concerning the operation of and schedule of train service(s), Newport Dinner Train shall take priority over Old Colony & Newport Railway."

Donald Elbert, executive director of Old Colony and one of the organization's founding members, said the agreement is far too restrictive.

"We believe it's an operating agreement no businessman would ever sign," he said. "It's too onerous and burdensome."

The contract, he said, will also hamper efforts to attract volunteers.

"Volunteers have to feel welcome and appreciated," he said. "They can't come down into what has become a hostile environment."

Smith said he has talked to other public officials in the city and that "we would like to see an accommodation to keep the Old Colony rolling on the track."