On Dec. 8, 1981 -- 10 years to the day after the first Auto-Train pulled out of Lorton bound for Florida -- an auctioneer will sell off most of what's left of the bankrupt Auto-Train Corp.

A few tools and a lot of rusty railroad gear are about the only remaining tangible assets of the Washington company that set out to prove that passenger trains could make a profit.

The auction is expected to bring in a few hundred thousand dollars more to help pay off Auto-Train's more than $25 million in debts.

The passengers owed refunds by the railroad probably will get back a fraction of their money, but most other creditors will get little or nothing and Auto-Train's stockholders now own only worthless paper, bankruptcy court records indicate.

But while the bankrupt Auto-Train Corp. is slowly being dismantled, a new passenger and automobile carrying rail service is being put together by a group of Washington investors.

Like the old Auto-Train, the new rail service plans to carry passengers and cars -- but not the excess baggage of Auto-Train Corp.'s debts and legal problems.

Washington attorney Carl Shipley, one of the leaders of the group working on the new service, said he and his associates are convinced there is money to be made running an auto-passenger rail ferry service along the East Coast, but no future in trying to resuscitate Auto-Train Corp.

"Why should we try to revive Auto-Train the corporation when it has a tremendous overhang of debt and all its other problems?" asked Shipley. He cited passengers who've paid for tickets and are owed refunds or a ride, several lawsuits against Auto-Train over accident injuries, deteriorated rail cars and other obligations investors would inherit if they tried to bring the company out of bankruptcy.

Rescuing the railroad from bankruptcy was the original plan of a group first led by J. William Middendorf II. Middendorf dropped out of the group after he was named ambassador to the Organization of American States by President Reagan, but Shipley and others are pursuing the goal.

Rather than buy Auto-Train's rolling stock--50's vintage passenger cars that have been renovated once and need it again--Shipley's group hopes to buy or lease cars from Amtrak, which has new equipment it is not using because of route cuts. New engines and auto carriers are also readily available from other railroads, he added.

Shipley said he could not discuss details of the proposed new service because the group may seek to sell stock to the public and is prohibited by securities regulations from making statements about its plans. "So far we've run into no roadblocks, no major problems of any kind," he added.

Before it got into trouble, he pointed out, Auto-Train Corp. was doing about $20 million of business a year on its run between suburban Lorton and Sanford, Fla., and earning about $1.5 million profit.

But by the time the company filed for bankruptcy last year, its debts had swollen to $25.4 million, according to a report filed last month by Murray Drabkin, the trustee named by the federal bankruptcy court to run the railroad.

The trustee has not yet reported what assets Auto-Train Corp. has left, but in the past few days Drabkin and the Interstate Commerce Commission have come up with more than $1.5 million to help pay some of the debts.

Last week, bankruptcy Judge Roger Whalen authorized the sale of Auto-Train's car repair facilities at its Sanford, Fla., terminal--where the auction will be conducted--to the Seminole Employment and Economic Development Corp. The local development group plans to go into the rail-car repair business and rehire the workers laid off when Auto-Train went under.

SEED Co. agreed to pay at least $700,000 for the shops and could pay another $170,000, depending on future business.

Drabkin also collected $850,000 for Auto-Train's creditors from Stanley Levine, a Virginia real estate investor who owns the land on which Auto-Train's Lorton terminal is located.

Bankruptcy court records show Levine made the payment in exchange for a release from all past, present and future claims by Auto-Train, but do not specify what those claims might be for. Drabkin refused to comment on the cash payment.

Others familiar with Auto-Train's finances say Drabkin obtained the settlement with Levine after investigating the circumstances under which Levine purchased the terminal site and then leased it to Auto-Train Corp. Former Auto-Train officials describe Levine as an old friend of Eugene K. Garfield, Auto-Train's founder who was fired by Drabkin when he took over as trustee.

Ten years ago, when Auto-Train was first going into business, a study prepared for the company recommended locating the terminal in the Lorton area, adjacent to an Interstate 95 interchange and the parallel tracks of the Richmond, Fredericksburg & Potomac Railroad, the former officials said.

After that study had been completed, Levine purchased 12 acres in Lorton located between Interstate 95 and the railroad tracks and a few days later leased it to Auto-Train Corp. for 30 years.

Fairfax County records show Levine paid $265,000 for the Lorton tract. The lease required Auto-Train to pay $60,000 rent on the property the first year. By last year, the annual rent had gone up to $144,000 a year.

In the settlement with Drabkin, Levine in effect agreed to buy out Auto-Train's interest in the lease for $850,000 even though appraisals in the bankruptcy records indicate Auto-Train's interest in the lease had no value. Levine could not be reached for comment.

The Securities and Exchange Commission is still investigating Auto-Train's collapse and a federal grand jury also has called witnesses about the company's operations.

Another $109,000 of Auto-Train assets were collected last week when the Interstate Commerce Commission settled a lawsuit with United National Bank of Washington, said ICC attorney Daniel Lindhardt. The ICC had ordered Auto-Train to set up a special bank account to repay passengers who paid for tickets and later canceled their trip and asked for refunds.

When Auto-Train failed to pay debts to United National, the bank seized the funds. ICC attorney Lindhardt sued the bank on behalf of the passengers and got the money back.

The $109,000 will go to repay customers who bought Auto-Train tickets but could not ride the train because the company went out of business. Those passengers are top priority creditors in the bankruptcy proceedings, but the total owed them is not known. The railroad owes $901,000 to passengers who asked for ticket refunds before the bankruptcy, the ICC official said.

As for Auto-Train stockholders, Drabkin told the bankruptcy court there is no longer any reason to keep records of the stock. "It is clear that there is no stockholder equity and the stockholders have no financial stake in the bankruptcy proceedings," he said. Picture, When Auto-Train made its last trip to Florida, company founder Eugene K. Garfield came out to watch. By Harry Naltchayan -- The Washington Post