This article argues that Amtrak's design as a ''quasi-public, for-profit'' corporation was seriously flawed from its beginnings. The corporation was isolated from America's private railroads, and isolated from trust-funding financial mechanisms that supported highways, airports, and mass transit. It depended on powerful Democratic congressional patrons and labor union support for protection from Republican executive budget cuts. But these allies pushed Amtrak into running far more costly service than was good for its bottom line. The corporation was already engaged in an internal reorganization designed to bring it closer to its customers, when the Republican victory in the 1994 congressional election launched an external effort to reorient and restructure Amtrak. There are three possible outcomes of the two-sided reinvention process: status quo and continued slow decline; partnership based on new relationships between Amtrak, federal and state governments, and the private sector; and privatization which might still require substantial public expenditures for some time. Synchronizing the opportunities created by both the internal and the external reinvention efforts is the key to whether Amtrak can emerge as a viable and valuable provider of rail transportation in the 21st century.