It was almost three in the morning in Florence, S.C., when Washington bankruptcy lawyer Murray Drabkin watched the survivors cry over the death of Auto-Train.

The last Auto-Train southbound out of Lorton was running nearly three hours behind schedule when it pulled into Florence at 2:15 a.m today.

A new engineer, conductor and brakeman came aboard, but traveling train mechanic Leroy Dernar told them he'd had a minor breakdown and wasn't ready to go.

Demar tinkered with the train until a quarter of three, when the northbound Auto-Train pulled in with 500 passengers -- Drabkin among them.

In the darkened Florence station, while two trainloads of passengers slept, the 40 crew members held a final reunion, hugging, crying and cursing the end of an era.

Eileen Syrek recalled the day in December 1971 when she'd served as a hostess on the very first Auto-Train out of Lorton.

"If Murray Drabkin had been running the company at the beginning, there wouldn't have been an ending," said Tonya Monfortt, another nine-year veteran.

Drabkin was appointed by the federal bankruptcy court to run the railroad after Auto-Train Corp. filed for bankruptcy last September.

Although the railraod was virtually broke when he took it over, Drabkin kept it running for seven more months and tried to find someone to buy it. After that effort failed, he went to court last Friday and said there was only enough money left to run the Auto-Train for one more week.

He asked for -- and received -- court approval to stop the train and "close down this company with dignity and decorum."

Drabkin almost lost both on the platform at Florence Thursday night. He stood back from the crowd like the good-natured uncle he's become to employes since he took over. Soon after he was appointed trustee, Drabkin fired Eugene Kerik Garfield, founder of Auto-Train and its chairman and president for nearly a decade.

Garfield was at the Lorton terminal when the last train pulled out Thursday. "I was here for the first train, and I had to be here for the last. I love this train," said Garfield.

"One thing they can never take away from me: When I was 33 years old with $65 in my pocket, I started a railroad and I gave it 10 years of my life," he said.

Pacing the platform, Garfield shook hands with some old employes but was ignored by others who blamed him for the demise of the railroad.

As the train pulled out, crew members joked about stealing the "EKG-1" vanity license plates off Garfield's Mercedes Benz convertible as a souvenir.

Souvenirs are about all that's left of Auto-Train, whose engines and cars are expected to be repossessed soon by the banks and equipment-leasing companies that own them.

Auto-Train's employes were handed their final checks today after the last trains pulled in. For the final trip, many of the crew members dug out old uniforms in the purple, red and yellow color scheme chosen by Garfield's wife.

There were hot pants and slit skirts and Mary Quant tunics from the days when Auto-Train was a high-fashion high-profile company proving that passenger trains could be run profitably.

Those days ended three years ago after two costly accidents and a series of abortive expansion moves that eventually left the company $24 million in debt.

In a decade, Auto-Train carried hundreds of thousands of passengers and their cars back and forth between the Washington suburbs and central Florida, enabling tourists to avoid burning gas and midnight oil on Interstate 95.

"It's a good thing; somebody ought to pick it up and take it over," said W.K. Sowers of Harrisburg, Pa.

Sowers said he's ridden Auto-Train an average of four times a year since 1971. "I run down to Florida pretty often, and this sure saves wear and tear," he said.

The passengers slept in their private bedrooms and reclining seats while the Auto-Train crew members said their early-morning farewells on the platform at Florence. Tom Caudill, service director on the southbound train, posed for pictures with his fiancee Loni Shelton, who holds the same job on the northbound train and admitted that now they'd be able to spend more time together."A few more months and I'd have had my 10 years for railroad retirement," said Syrek, barely 30 and out of work after a decade with the same company.

After 9 1/2 years of Auto-Train there was time for only 20 minutes of tears on the platform in Florence. The engineer was impatient and not impressed by the "breakdown" story.

Back on the train, the crew members broke the rules, broke out the bottles and stayed up all night, alternately remembering and trying to forget an era of American railroading.

After Auto-Train's final trips, the only privately owned interstate passenger train left in America is a Denver & Rio Grande Western train that carries tourists from Colorado to New Mexico.