In its heyday, downtown Reno reveled in its gamblers, entertainers and divorcees, a fun town for the world. Now the city is worried that the world is passing it by.

Its plight is seen in shuttered downtown buildings, tired souvenir stores and pawnshops, and decades-old casinos that pale by comparison to Las Vegas's themed mega-resorts. Tourists, most of them retirees arriving on chartered bus junkets, uncomfortably brush up against the homeless and complain that even the freshest of downtown casinos don't offer the opulent amenities found elsewhere.

"We've been wandering around looking for things to do, and we may not come back for a long while," said Vagn Sorensen, a retired builder vacationing from Victoria, British Columbia. "We're here for five days. Turns out that's too long."

Downtown Reno has been in steady decline for years, and civic leaders have decided it needs a makeover to keep tourists coming.

"The city was too complacent for too many years," said Chris Exline, an urban planning professor at the University of Nevada at Reno. "It's waking up."

Because it can no longer compete with the more glamorous gambling cities, Reno, with a population of about 190,000, wants to diversify to attract a steady stream of niche audiences.

The fixes: an inviting pedestrian promenade along the Truckee River as it gurgles through downtown, an emerging neighborhood of riverfront art galleries, plans for a $115 million special events center for conventions, boxing matches and concerts, and the lowering into a trench -- at a cost of $234 million -- of an aggravating set of railroad tracks that runs through downtown's streets, the crawling trains blowing their whistles at every intersection and bringing traffic to a halt.

The old Reno needed little such help in attracting tourists.

During the first half of the 20th century, tens of thousands of visitors came to Reno for its quickie divorces, capitalizing on easy residency requirements. But as more states liberalized their laws, Reno lost its distinction as the country's divorce capital.

Even more people came for the gambling, which was initially banned here, then restored in 1931. Long before Benjamin "Bugsy" Siegel began pulling celebrities to his Las Vegas casino, Reno was the nation's undisputed gambling capital. Today it is dwarfed by Las Vegas and Atlantic City, N.J., and faces competition even from casinos in suburban Reno and nearby Lake Tahoe.

The latest attack on downtown's gambling economy comes from the bright new American Indian casinos around Sacramento, 140 miles west. Reno's gambling revenue dropped more than 6 percent last year, as more Californians -- Reno's biggest market -- stayed closer to home.

Regional tourism officials are promoting nongambling attractions such as the Basque festival, rodeo, the Hot August Nights classic car show, the Great Reno Balloon Race, the National Championship Air Races, a national chili cook-off and summertime arts festivals. But many of those tourists avoid downtown.

City officials hope redevelopment will lure those visitors downtown, along with locals. The new convention center will replace a $52 million bowling stadium that stands eerily quiet most of the time, and the river walk, similar to San Antonio's popular riverfront district, is attracting strollers and lunchtime brown-baggers enjoying the sights.

"It will be difficult [to redevelop downtown], but if we sit on our duff, Indian gaming will kill us," said Mayor Bob Cashell, a veteran casino executive who specializes in saving struggling casinos. "We've got to make our downtown more inviting."

Downtown's plight was evident in the fate of the historic Mapes Hotel, which opened in 1947 as Nevada's first hotel featuring a casino, entertainment and dining. During the 1950s and '60s, it hosted the likes of Mae West, the Marx Brothers, Sammy Davis Jr. and Tony Bennett.

The city bought the riverfront hotel in 1996 but, unable to find a partner to renovate it, razed it three years ago. An outdoor ice skating rink stands in its place today, not so much because the city couldn't find a better use, but to give another reason -- along with a new movie theater complex -- for suburbanites to eschew malls for downtown.

A block away, a developer plans to build a riverfront condominium complex, and the city bought a bank building to serve as a new City Hall to flood downtown with more midweek diners and shoppers.

About a dozen small art retailers and coffeehouses have opened alongside the river. The empty Riverside hotel-casino has been converted into apartments for working artists.

Pam Bobay was so buoyed by the success of her 700-square-foot art gallery, which she opened two years ago, that she launched her much larger River Gallery in December 2001.

"For years, the city was fractured in its direction and priorities," Bobay said.

"And casino executives were busy fighting for their own lives. But now everyone seems to be getting on board. We realize we depend on one another to provide downtown diversity, because we share customers who want to do something besides gamble."

Casino executives agree. Phil Satre, chairman of Harrah's Entertainment Inc., said casinos were too busy competing against one another to worry about downtown's overall economic health.

But with the nationwide spread of gambling, "we're in a squeeze play," Satre said. "We need to work on a broader vision to build a downtown that is brighter and more attractive to a different kind of visitor."

Kelli Nicolato had enough faith in downtown's resurrection that she quit her job as a personal fitness trainer to open La Bussola, where she sells works of 30 local artists, from wall hangings to handbags.

She and other store owners sponsor monthly "wine walks" where customers buy a $5 etched wine glass and meander from one store to another, sipping as they shop. "The response from locals to the promotion was, 'Oh my, I had no idea you were even down here.' "

The new downtown, Nicolato said, will prove popular to locals and tourists alike.

"Reno used to be all about gambling, but it can't be anymore," she said.

"People should come now for the art, the food, the scenery. The best thing that ever happened to Reno was the threat of Indian gaming."

Once America's gambling capital, Reno is lagging behind a revived Las Vegas and Indian casinos. Reno's gambling revenue dropped 6 percent last year. With railroad tracks running through downtown Reno, trains frequently disrupt traffic. The city wants to lower the tracks into a trench with an ambitious plan that would cost $234 million.