By ZACHARY BLOCK
Journal Staff Writer

MIDDLETOWN -- In its glory days, the Saratoga patrolled Guantanamo Bay during the Cuban missile crisis and launched thousands of sorties to support U.S. and NATO operations in Bosnia.

But these days, the only birds that soar off this aircraft carrier have feathers.

The ship is tied down with rusting chains and heavy lines to a Navy pier in Coddington Cove. Rust weeps down the carrier's hull and eats away at the catwalks.

But when Frank Lennon walks Pier 1 and surveys the steel deck mushrooming out of the water, he doesn't see a rusting hulk. He sees the future of tourism in Rhode Island. He pictures children, families and veterans climbing around a freshly renovated ship, the centerpiece of a sea, air and space museum at Quonset Point. He envisions a monument to Rhode Island's naval history, an educational and cultural center and an economic engine all in one.

"This is not just a feel-good historic-preservation project," says Lennon, a 57-year-old West Point graduate and former Green Beret who heads the local group trying to turn the Saratoga into a museum. "This is something that will benefit everyone in the state."

If sheer force of will were enough, Lennon could drag the carrier across Narragansett Bay all by himself. Such is his passion and enthusiasm for the project. After all, he says, it's only a little over six miles across the Bay from Pier 1 to the disused carrier pier at Quonset.

But the Saratoga's path to Quonset isn't necessarily a smooth summer sail. Potential obstacles could sink the project like a scuttled ship.

First and foremost, the project hinges on Quonset Point/Davisville port development plans and the state Economic Development Corporation, which owns the former naval air station in North Kingstown. In late September, the EDC gave Lennon's USS Saratoga Foundation preliminary approval to dock the ship at the Quonset carrier pier. But EDC officials say the agency reserves the right to pull the plug on the Saratoga project at any time.

Now that the Saratoga group has a possible home for the carrier, it must persuade the Navy to turn over the ship. Officially, the Navy says the Saratoga is being used for "experimental purposes" and is not even available for donation. But in mid-October, Lennon submitted a formal request that the ship be placed on the Navy's donation list.

Then there is the issue of raising and actually collecting the money to pay for the project, which will cost $7.5 million for the first phase and $15 million in the long run. Two veterans groups with ties to the Saratoga have committed one-third of that, or $2.5 million. The remaining $5 million would be financed by Greenwich Partners, a Connecticut-based investment firm, through a bond issue. It remains unclear who would issue the bonds, but eventually some local or state governmental entity would have to help the project by providing access to the tax-exempt bond market.

The final hurdle facing the Saratoga project could be the attitude of Rhode Islanders toward new development. Lennon points to opposition to the Providence Place mall as an example of what he sees as a cynical attitude toward new projects.

"People said it couldn't be done in Rhode Island," Lennon said one day over a cup of coffee at a local diner. "You can still make something happen, even in Rhode Island."

IF LENNON'S DREAM becomes a reality, the Saratoga museum would be the nucleus of the Air, Land & Sea Historic Park and Technology Center -- an eight-acre military museum complex unlike any other in the world.

The ship would be renovated to look as it did during its active days to heighten the visitor's sense of stepping onto an operational carrier. The carrier's 4-acre flight deck -- longer than three football fields -- would be stocked with airplanes. Internally, large sections of the ship would be restored to look as they did during the ship's active days including: the flight tower, the crew's berthing and mess areas, officers' wardrooms, medical facilities and the combat command center.

Exhibits around the ship would present the daily lives of the ship's crew and a range of historical and naval topics. A virtual-reality simulator would give visitors a taste of flying off and landing on the carrier in a jet plane. A separate building would later house exhibits honoring the U.S. military.

The ship's berthing areas would be available for overnight stays by youth groups. And the carrier could be rented for parties or conventions.

Education facilities and programs for all ages are key components of the plan. Lennon says he would like the park to become a major educational resource for surrounding towns and the state as well.

"We want this to be a regional community center," he says.

Lennon says the ship would function as a living history laboratory for local schools with the carrier's machine shops and main engine spaces transformed into a vocational school. Excited by those opportunities, the project has won endorsements from the North Kingstown School Department, the University of Rhode Island and the Community College of Rhode Island.

Vital to the project is renovating the Quonset Air Museum, which would be incorporated into the park. Linked with the air museum, Lennon says, the park would be the "only attraction in the world" with a carrier and aviation museum adjacent to an active runway, which is available for air events.

Lennon proposes remodeling the boathouse at the base of the pier as an admission center and gift shop. And he would like to renovate the Mitchell Mobile Hangar to house a repair shop and part of the vocational school.

Using a complex formula based on the number of area residents, the size of the existing tourist market and the potential to attract new vistors, Lennon says the park would draw anywhere from 418,000 to 619,000 visitors annually, with some 550,000 in a stable year.

That's almost twice what the EDC has predicted the park would draw. In fact, the EDC staff expressed concern earlier in the year that Lennon's predictions were "extremely high."

But Lennon argues that the park would have an annual economic impact of more than $35 million and result in the creation of more than 650 jobs. Excluding construction work, Lennon predicts that the park would create 100 direct jobs within five years.

THERE ARE CURRENTLY four active carrier museums around the country: the Intrepid, docked in New York City; the Yorktown, in Charleston, S.C.; the Lexington, in Corpus Christi, Texas; and the Hornet, in Alameda, Calif.

(Among the two carriers currently on the Navy's donation list is the Forrestal, the Saratoga's Middletown neighbor. Groups from Florida, Maryland and Pennsylvania are all pursuing the carrier.)

The Intrepid, Lexington and Fall River's Battleship Massachusetts museums provide useful insights into the viability of the Saratoga project and the fragile financial health of naval museums.

The Intrepid Sea Air Space Museum is the most famous and popular carrier museum in the country. Docked on the west side of Manhattan, the Intrepid is one of the most decorated ships in U.S. history. The 900-foot carrier served for 31 years, surviving attacks during World War II and serving as a recovery vehicle for early space flights.

The ship was decommissioned in March 1974 and appeared headed for the scrap heap when Zachary Fisher, a prominent New York real estate mogul, established the Intrepid Museum Foundation. With Fisher's financial support, the $20-million Intrepid museum opened in 1982 and now features a submarine, destroyer, dozens of restored planes and a moving flight simulator. It often serves as the set for movies and television programs.

With attendance hovering around 400,000, the Intrepid museum formed a marketing department several years ago to increase visits. Aggressive marketing and increased special events and educational programs have boosted annual attendance to somewhere in the
500,000-to-600,000 range, according to Mark Albin, Intrepid's vice president of marketing.

Despite its status as the most popular carrier museum in the country, the Intrepid manages to break even only with grants and contributions.

Albin refused to discuss specifics of the museum's finances. But according to a market analysis and feasibility study produced for the Tampa-based Forrestal group, the Intrepid would have lost nearly $2.5 million in 1998 without gifts and other outside revenue sources.

In the mid-1980s, mismanagement led the museum to file for bankruptcy. In January 1988, bondholders received 23 cents on the dollar for their Intrepid bonds.

"The market doesn't forget those things," says James M. Runko, the Greenwich Partners senior vice president handling the Saratoga financing.

A more likely model for the Saratoga is the Lexington in Corpus Christi, Texas. Lennon points to the Lexington as the best comparison to the Saratoga project in terms of scale and management. And retired Adm. James Scott, a carrier museum expert who played a major role in the Lexington project, has served as an adviser to Lennon.

A World War II-era carrier, the Lexington served longer and set more records than any other carrier in U.S. naval history. The carrier museum opened in 1992, less than a year after the ship was decomissioned. The museum features 15 airplanes, virtual-reality simulators and cockpit trainers, along with exhibits and movie presentations.

The Lexington draws around 300,000 visitors annually, according to Scott, down from a high of 384,000 during its first year of operation.

Unlike the Intrepid, the Lexington manages to post a profit even without contributions. In 1998, according to the Forrestal study, the Lexington netted $183,000, with admissions accounting for nearly half of operating revenues.

The closest local equivalent to the proposed Saratoga museum is the Battleship Massachusetts museum housed in Fall River's Battleship Cove in the shadow of the Braga Bridge. Home to the 680 foot-long Massachusetts, the only two PT boats on display in the world, a destroyer and a World War II submarine, Battleship Cove is one of the largest collections of Navy ships open to the public.

The museum attracts some 130,000 visitors a year and posts "a very modest surplus" on revenues of around $2 million a year.

"We make a little profit, but we don't make enough to fund major renovations," says Ernst Cummings, executive director of the Massachusetts.

So, when it came time to seal and protect the ship's hull, the museum had no choice but to turn to the state for help. And in November 1998, the ship was put in dry dock for $10 million in state financed repairs.

With the museum's delicate financial health, the museum's vice president, retired Capt. Guy Archambault, and his staff are a bit nervous that the Saratoga will steal away precious visitors and with them vital attendance dollars.

"I'm skeptical that [the market] could" sustain another ship museum, Archambault says.

LENNON IS NOT only confident the market can support a carrier museum -- he's quick to distinguish carrier museums from naval museums -- but he says the park would be self-sufficient from day one. Here's what it would cost to get there:

The first, $7.5-million phase would include towing the ship to Quonset, preparing the carrier pier and parts of the ship for exhibition, creating a visitors' center, renovating the Quonset Air Museum and establishing the vocational school. Other goals, such as renovating the Mitchell Mobile Hangar, would be part of the first phase, if funds permitted.

The second and final phase of the project would cost another $7.5 million. Those capital improvements would be financed primarily through predicted revenue surpluses.

Saratoga veterans groups have pledged $2.5 million for phase one. The remaining $5 million for the first phase would be financed by Greenwich Partners, the Connecticut-based municipal bond specialist, through a bond issue. Greenwich Partners says the additional money is conditional on the state's approval of access to the Quonset pier, final market and feasibility studies, and donation of the ship by the Navy.

But in order to have access to the tax-exempt bond market, some governmental entity must issue the bond. Who would do that has yet to be determined.

Runko, the Greenwich Partners vice president, says it's too early to tell whether the bonds would need to be "enhanced" by some type of government-backed debt insurance, a dedicated revenue source from some form of tax, such as a hotel tax, or letter of credit from a financial institution.

It's possible the bonds would not require any government backing and "turnstile bonds," or attendance-based bonds, would be floated, Runko says. If the bonds weren't enhanced, Runko says, selling the bonds would hinge on telling a "good story" to sell the project -- a prospect made more difficult by the shaky financial history of some past carrier museums.

Tom Demas, program manager of the Navy's Ship Donation Program, says the agency normally requires that a bond-financed project be backed by bonds with an "A" rating or higher. In order to obtain an "A" rating, the bonds would have to be enhanced in some way, Runko says.

Lennon says the project does not need public money to go forward. But, he says, the group would be remiss if it didn't ask for some form of public debt insurance, given what he sees as the substantial positive economic and cultural impact of the project.

After just 41/2 years in operation, Lennon says, the museum would have paid off $4 million of its debt, while setting aside $3 million for capital improvements. That's based on annual attendance of 400,000 to 500,000.

To support his attendance predictions, Lennon points to the Lexington's annual attendance of 300,000 to 350,000. Lennon says the Saratoga should easily attract 300,000 visitors. More likely, he says, is 550,000 visitors a year.

In June, the EDC expressed concern that Lennon's projections "were extremely high."

A cursory review of the project by Tim Tyrell, a professor of resource economics at the University of Rhode Island, indicated the project could draw 280,000 visitors annually. That's still above the project's break-even attendance of 248,000 annually, but not high enough to finance major capital expenditures.

ON OCT. 15 , Lennon wrote the Navy to formally request that the Saratoga be made available for donation.

The Navy's Ship Donation Program has received Lennon's request, but said late last month that it would take a few weeks to review the plan. After the program makes a recommendation on the ship's status, another Pentagon agency, known as N43, actually decides how to categorize the ship.

Lennon says he hopes to be able to submit a formal application to the Navy, with some later amendments, by Feb. 1.

The EDC has given Lennon until September 2000, with a possible six-month extension for Navy approval, to fulfill a list of 13 conditions ranging from completing site engineering, mooring, dredging, traffic and parking plans to securing the financing for the project, conditions already required in part or whole by the Navy. Among the conditions is one requiring the Saratoga group to sign a lease with the EDC. John Martin, the EDC spokesman, describes the lease as "the ultimate condition" because he doesn't think a lease could be negotiated without all the other conditions first having been fulfilled.

Martin says the EDC's main concern is finding "the highest and best use," for Quonset or, in other words, projects that provide the most and best-paying jobs, while creating minimal burdens. Few EDC board members are willing to trade the Saratoga for a properly structured container port, Martin says.

Still, Martin says, some of Lennon's ideas "are very exciting."

"He makes a passionate and compelling case for moving forward," Martin says.

WHETHER OR NOT the Saratoga project floats depends in large part on the ability of Lennon and his team to generate enthusiasm and attract supporters. Or as one museum expert calls it, "fundraising and friends raising."

So far the Saratoga Foundation has been successful in accumulating endorsements from a range of veterans groups, municipalities, government officials, environmental groups and local organizations, including The Providence Journal. And Lennon has tapped into the national network of military and naval museums, drawing on them for advice and support.

U.S. Rep. Robert Weygand, the cochairman of the Saratoga Foundation's advisory committee, has led official support for the project, sending a letter along with Lennon's request regarding the ship's donation status.

Now the Saratoga group must persuade others to support the project with their money and time. Lennon is actively seeking grants, donations, in-kind contributions and volunteers to help with office work and public relations. Lennon is also set to hire the foundation's first two employees, who will have to believe in the project because their pay won't come until later.

ON A SUNNY FALL DAY late last month, Lennon arrives in Middletown's Coddington Cove. He walks the length of the quarter-mile pier, the object of his obsession a stone's throw away. At the edge of the pier, Lennon points to the northwest, across the sparkling water to Quonset Point.

It's just 33,500 feet away, he says.

33,500 feet -- and $7.5 million.