Norfolk Southern, taking a 180-degree turn, is negotiating with several states, including Virginia, to run passenger trains on its tracks.

Rail officials have been negotiating with state leaders about difficult issues, including safe operations, delays of freight trains, costs of upgrading tracks and how much NS should be paid for the use of its tracks - concerns that have bogged down discussions in the past.

Details have yet to be ironed out. But talks have progressed to the point that NS has offered to supply locomotives and run the passenger trains from Bristol to Washington, D.C., through Roanoke, on the proposed TransDominion Express.

One lobbyist estimates a passenger rail could be on the tracks in about 24 months.

At first blush, the deal looks something like this: The state would collect the fares and pay NS or another operator a contracted fee to operate the trains. That's similar to an arrangement Virginia Railway Express already has with NS and CSX.

VRE, a passenger rail line in Northern Virginia, pays NS about $2.1 million a year to use its tracks, said VRE Chief Executive Officer Dale Zehner. It pays CSX about $3.9 million a year to use its tracks.

NS is also looking at running passenger trains in Atlanta and Charlotte, N.C.

"What we're looking at is a public-private partnership," said NS spokesman Robin Chapman.

But there's still one major obstacle to making all this happen in Virginia: money.

By one consultant's estimate, which NS does not dispute, it would cost about $120 million to upgrade tracks. An additional $4 million to $5 million a year is needed to subsidize the service because passenger fares won't cover the full cost. Unlike planes and ports, there's no federal source of funding solely dedicated to passenger rail infrastructure between cities - a bone of contention among passenger rail advocates.

Amtrak relies on political whims for its federal funding. There is federal money for commuter rail, trains designed to carry large numbers of people over short to medium distances, generally between home and work.

In Virginia, finding more money for projects will be difficult, said Alan Tobias, manager of passenger rail for the Virginia Department of Rail and Public Transportation.

But one lobbyist said the estimated $120 million in rail upgrades is "about the cost of one cloverleaf interchange on an interstate or building 10 miles of straight new highway."

"It's a drop in the bucket," said Barbara Hartley, lobbyist for the Committee to Advance the TransDominion Express, an advocacy group for passenger rail.

Glimmers of hope keep the project alive.

Gov. Mark Warner formed the Governor's Commission on Rail Enhancement for the 21st Century, which has already had its first meeting. The members, all nonlegislators, were told to find creative ways to find money for freight and passenger rail. They're expected to complete their report by Dec. 1.

Sen. John Edwards, D-Roanoke, proposed creating a rail authority, which failed in the General Assembly. He plans to try again in the next session.

NS can't raise the money by itself, so a public-private partnership is essential for improving rail infrastructure, he said.

A rail authority could issue bonds to upgrade freight and passenger tracks. A surcharge tacked on to freight customers' bills and passenger tickets would help repay the bond. "We would hope there would be some federal money as well," Edwards said.

Discussions have centered on phasing in the train service. The Roanoke-to-Bristol leg is a critical issue for NS because that section needs much improvement. Many curves and grades on that section of track would slow down a passenger train. The Roanoke-to-Lynchburg-to-Washington leg is likely to be established first.

The Committee to Advance the TransDominion Express recently announced it has five passenger cars on hold for purchase. The 12-year-old cars, which come from the Virginia Railway Express, would form a "starter train" for TransDominion.

In 2000, the General Assembly appropriated $9.3 million to the TransDominion Express, but that's not nearly enough, said Tobias. About $200,000 was spent on a pre-engineering study.

Supporters are forging ahead, though.

TransDominion and NS are trying to cut a deal so NS would supply and operate the locomotives for the starter train. NS has already agreed to research the cost to refurbish the five cars. "If the state wants us to provide the locomotives, we can do that," Chapman said.

A partnership would give NS public money to upgrade the tracks for a passenger train and the state benefits from having public rail, Chapman said. "We're confident we can reach an agreement on liability insurance with the state."

NS officials have been upfront about being in business to make money for their stockholders. "That's not unreasonable," Tobias said.

He also said NS would have an easier time getting federal funds with its proposed projects in Atlanta and Charlotte because there's set-aside money for commuter rails.

NS has recognized the existing political will to make passenger rail a reality. In the past, the company has said freight and passenger rail don't mix.

"We have noticed their attitude has changed; they're much more willing to work to make it happen," Tobias said.

"We have changed our outlook," Chapman said. "We see potential business opportunities in operating passenger trains. And, of course, there is still the 'but-if.' We still need to protect our freight franchise."

NS said it wants first crack at bidding for the job to operate the trains.

State officials are also looking at Amtrak, which has recently rolled out a five-year strategic plan, including a demonstration project using state and federal money to operate existing rail passenger corridors.

What gives Amtrak an edge is that it already has liability insurance, Tobias said. He welcomes competitive bidding.

"That will give us a better price."