When its timbers were new and its sails were filled, the sloop-of-war Constellation chased down slave ships off the coast of Africa. It blockaded Confederate ports and raced food relief to starving Ireland.

It was the last and best of the Navy's all-sail fighting ships.

Today, the Inner Harbor's 141-year-old centerpiece is so weakened by time and the elements that it has been stripped of its rigging to keep it from falling on tourists. Its timbers are turning to mush.

Facing its most desperate crisis since arriving in Baltimore in 1955, the Constellation needs $25 million or more in restoration work, but its caretakers are broke.

Would-be rescuers led by former Pride of Baltimore Director Gail Shawe say they have an inventive, $7 million-$10 million plan to save the ship. But it must win the approval of skeptical Navy experts, who began reviewing it last week.

If the plan is rejected and Baltimore finds no other solution, the Navy is poised to take the ship back. Under terms of its 1955

donation contract, the Constellation must not become a "discredit" to its past or a menace to safety or navigation.

The Navy would find it a new home, or a quiet backwater where it can await its fate. Authorities have already secured a resting place at the Coast Guard yard in Curtis Bay.

"Picture Harborplace without her," said Thomas J. Murphy III, 41, a board member of the private, nonprofit U.S.F. Constellation Foundation. "If all of a sudden she was gone, we would hear recriminations up Light Street and Pratt and down the other side."

How has it come to this?

To find out, The Sun has examined financial records and interviewed past and present members of the ship's board, its accountant, former management consultant and construction superintendent, and experts in historic ship preservation.

Among the findings:

* The Constellation is in desperate need of a major overhaul. It has survived 39 years in Baltimore on piecemeal repairs floated on a trickle of donations. Experts say an overhaul could exceed $25 million and replace 70 percent of its wood.

* No one familiar with the problem believes the ship's reconstruction could attract anything approaching $25 million in donations.

* The foundation's treasurer, John H. Ensor, was warned a decade ago by Herbert Atwell, then construction superintendent, that his repairs were not enough. "He confided in me that, 'In 10 years you're not going to be able to maintain this ship. You're going to have to give it to the state,' " Mr. Ensor said. "And I believed it."

* Despite the warning, the Constellation Foundation lacked the skills and money to respond. Its board has drained nearly $900,000 from the ship's reserves since 1988 to pay its bills. As of June 30, the reserves consisted of less than $11,000 and two paintings. The Constellation's maintenance crew has dwindled to a single carpenter.

* The ship has operated in the red for five of the past seven " years. Tourists, its chief source of revenue, are passing the relic by. Half as many go aboard these days as visited just a year ago.

* The Navy demanded little of those to whom it entrusted the ship in 1955, and didn't inspect it again thoroughly until 1993.

Ms. Shawe, the former director of the Pride of Baltimore Inc., heads a 13-member committee of civic and corporate leaders named in May by Mayor Kurt L. Schmoke to help the foundation save the ship. They have a plan and they are committed, she said, but they are also "realistic" about their chances.

"Of course I have doubts," Ms. Shawe said. "It's a lot of money and it's complicated. This isn't the little Pride of Baltimore."

"The costs are immense," said Charlie M. Deans, 53, director of the Naval Historical Center Detachment Boston. But so are the stakes.

"In my opinion there are only two important historical naval vessels," he said. One is the Constitution, a 1797 frigate now undergoing repairs in a Boston dry dock; the other is the Constellation. "To lose either one of them would be a sin."

Sleeker sloop-of-war

Most naval historians now agree that the ship moored in Baltimore is not the frigate Constellation built at Fells Point and launched in 1797. In a 1991 report, naval historian Dana Wegner argued convincingly that the 1797 ship was scrapped in Portsmouth, Va., in 1853 and replaced by the sleeker sloop-of-war. He also cast doubt on assertions that wood from the old ship was used in the new.

The Constellation Foundation has accepted Mr. Wegner's conclusions and plans to restore the ship as a sloop-of-war.

In an inspection report last year, the Naval Sea Systems Command alarmed the ship's board with a 22-page inventory of dangerously decayed rigging, open seams, water intrusion, severe decay and loss of structural integrity from keel to gun deck. Temporary shoring has been installed throughout the ship.

A key threat is a 23- to 26-inch "hog" -- a clearly visible upward bend at the ship's center as the keel and other structures weaken.

The inevitable result of time and gravity, hogging is costly to fix. Cost was the reason it wasn't straightened in dry dock in 1979-1980, when it was approaching 21 inches.

Left alone, the hog will worsen, further loosening timbers, planks and fastenings, eventually sinking the ship or breaking its keel.

Finding a suitable dry dock and tracking down the rare timbers and skilled workers the ship requires add up to an enormous expense.

Mr. Deans declined to speculate on the price tag. But restoration experts in Boston, Mystic, Conn., and Annapolis agree that rebuilding the Constellation by traditional means could cost two to three times the $12 million in federal funds now being spent on the Constitution.

Such money won't be found in the foundation's checkbook.

The Constellation's board has covered its red ink with assets originally accumulated as an endowment. The nest egg has shriveled from $953,300 in 1988 to just $86,900 as of June 30. Of that, $76,000 is the estimated value of two paintings.

"They're broke," said Peter G. Woltereck, the foundation's accountant.

Since the Navy still owns the ship, he said, the foundation's only other asset is the dockside tourist center, completed in 1990 at a cost of $973,500. The building probably can't be sold or -- given the ship's uncertain future -- remortgaged.

The Constellation's biggest source of revenue is $400,000 to $500,000 annually in ticket and souvenir sales. That increased to in 1992, but expenses that year surpassed $840,000.

Visits to the ship fell after 1992 to less than half that of a decade ago. Tourist traffic was halved again after the rigging was dismantled in March. That forced cuts in ticket prices and expenses. The board has terminated Mr. Atwell and all but one of the repair crew.

The Constellation's plight is just what the Navy's Ship Donation Program tries to avoid by requiring organizations that seek ships to develop detailed maintenance and financial plans and have a year's expenses in hand. No such demands were made in 1955.

"They must convince us they understand what they are getting into and demonstrate they have the resources to do the job," said Capt. David W. Thomas, 47, the program's former public affairs director. Only three groups have met the test in the past five years.

Wooden vessels devour cash. They understand that at the Charlestown Navy Yard near Boston, where the Navy maintains the 197-year-old Constitution.

"Any wooden ship in a marine environment deteriorates, and they require constant maintenance," said Mr. Deans, of the Naval Historical Center detachment there. The intrusion of rainwater feeds bacteria, fungus and rot. Gravity pulls incessantly on the ship's frame.

The Constitution employs a full-time crew of 12 people to perform routine repairs, painting, preserving and rigging adjustments. The budget runs between $1 million and $2.5 million annually.

That is four to 10 times more than the Constellation spent in recent years, but it is never enough, said Dick Wallace, 52, the Constitution's general foreman. "Even with the Navy backing it, and all the money we have, it's only a wooden ship and . . . you can't keep up with it." The Constitution is still a commissioned Navy vessel.

In the days of sail, wooden ships weren't expected to last more than 10 or 20 years. But historic vessels aren't so easily thrown away.

In the end, said Mr. Atwell, "it's not what it's worth; it's whether you want to keep it."

The Constitution is hauled out for inspection and "interim" repairs every 10 or 15 years. For $12 million, the Constitution is now getting new masts and rigging, hull and deck planking, deck supports and beams, and hull strengthening.

Then, perhaps every 50 to 60 years, Mr. Deans said, wooden vessels must be rebuilt with new frame and hull structures.

The Constitution had one of those overhauls between 1927 and 1933. "They called it a restoration, but it was a major rebuilding of the ship," he said.

An estimated 60 percent to 70 percent of its wood was replaced. It was due for another overhaul in 2000, but that's been postponed by expanding the current repairs.

There is no evidence that the Constellation has ever had, or planned for such an overhaul, Mr. Deans said. But the need is now "pretty apparent throughout the structure of the ship."

Mr. Wegner, the naval historian, said the Navy had long neglected the Constellation, lavishing its money instead on the Constitution, which had a clearer pedigree. After World War II, when the cash-short Navy moved to scrap the Constellation, Marylanders lobbied for it. The Navy gave it away, relieved to be rid of its maintenance.

In 1955 the Navy said the Constellation needed $4.5 million in restoration but handed over the ship to a group that had been promised only $100,000 in state and city money.

The civic boosters, business people and preservationists of the Star-Spangled Banner Flag House Association had little discussion of the financial burden they were taking on. "That all ,, came afterward," said John A. Pentz, 91, of Easton, a former Flag House president.

The Constellation arrived cradled in a floating dry dock, braced with cables to prevent its collapse, but without a dime of federal cash.

Carcass, but no cash

"This group of innocent bystanders was caught with this carcass and no funds," said Herbert Witz, former president of the Constellation Foundation, which would succeed the Flag House as the ship's custodian.

Flag House members were "horrified," and quickly realized there was little enthusiasm for the ship beyond their small circle. "There was awful discouragement in those early days," Mr. Pentz said. "All kinds of schemes would come up for raising money, and all of them would fail."

A $3 million fund-raising campaign in 1957, for example, lost $14,000. Flag House members seemed unable to tap into the hearts and pocketbooks of potential donors.

Mr. Ensor, who was also the Flag House treasurer, described its Constellation committee as "aloof . . . a good old boys club. It didn't reach out to the community."

Despite later efforts to correct that, "I've always felt the ship . . . was not a part of this city or its corporate echelons," Mr. Ensor said. "Businesses who have benefited the most from the Constellation have not contributed to the ship."

The Constellation's lack of political capital was most evident when Baltimore Comptroller R. Walter Graham Jr. urged in 1958 that it be towed out to sea for a decent burial before it became a bigger liability.

The Flag House committee's efforts to raise money were further buffeted by repeated attacks on its claim that the ship was the same one launched in Baltimore in 1797.

It wasn't until the early 1960s that the first several hundred thousand dollars were raised for restoration, after the Flag House began selling souvenir coins minted with a few drops of scrap copper from the ship.

"It was enough to keep us afloat for a while," Mr. Pentz said.

By 1964, the Constellation had received paint and repairs to its hull, bow, stern and quarter galleries. It was also given a larger hatch, openings for cannon in its bulwarks and other details to make it look more like the gallant 1797 frigate its boosters felt obliged to promote in order to attract money, and less like the 1853 sloop-of-war it really was.

Robert E. Michel, then president of the Constellation committee, pronounced the ship "in fine shape for at least another 50 years."

Piecemeal effort

Repairs and piecemeal restoration continued, with some state support. In 1969 the ship won a permanent home at Pier 1, renamed Constellation Dock, and it became the first Inner Harbor attraction. The ship's rigging was nearly complete in time for Operation Sail in 1976, which drew thousands downtown.

State and federal grants totaling $2.1 million in the late 1970s meant a return to dry dock, new hull planks and a few sections of frame. Back at the Inner Harbor in 1982, the ship looked sharp. Harborplace had opened by then, too, and the Constellation's gate receipts tripled.

Board members gave generously from their own resources, and made personal appeals to corporations, foundations and to government. They had some success but were frustrated that it never seemed to be enough to meet the ship's real needs.

Mr. Deans, of the Naval Historical Center, said that failure "probably . . . has allowed her to deteriorate to where she is right now."

Mr. Witz, the former foundation president, who is an attorney with considerable fund-raising experience, said: "The hardest money in the world to raise is for restoration, and harder than that is restoration for a wooden ship. People love to see the ship . . . but you ask them for money and it's not near the top of their list."

The Constellation today gets nothing from the state or federal governments and just $24,000 annually from the city, all earmarked for educational programs, not preservation.

Schaefer vs. board

Board members believe they lost the support of William Donald Schaefer a decade ago when they refused his request that the ship be turned to face Harborplace. Then-Mayor Schaefer subsequently withdrew support for a low-cost loan to finance the ship's tourist center.

Governor Schaefer said recently that he always supported the ship as mayor, but that "the [tourist center] plan was stupid. I wouldn't have turned it down if it made any sense." He blames the board for the ship's plight.

The governor also reacted angrily to the suggestion by some on the board that his dissatisfaction with them led him in 1992 to cut off the ship's $36,000 annual state subsidy.

"Tell them to get out and raise the money themselves instead of waiting for the governor to do it," he said.

They tried to do better. In 1990, Baltimore management consultant Ann Allston Boyce of Boyce-Mansfield Inc. was hired to help devise fund-raising and publicity campaigns, and to scout for an experienced executive director. But the board found by 1992 it could no longer afford her recommendations or her $3,000 monthly fee.

Ms. Boyce describes the Constellation's board of volunteers and retirees as devoted but ultimately indecisive. "Managing a ship like that is very difficult, especially when you're a lay board and not naval architects. And the sums of money are so staggering . . . it's hard to make decisions," she said.

Former board member Frederick Leiner, an attorney, joined the board in 1992 and discovered it had no computerized donor lists and no annual appeal to past and likely future donors, a staple of other nonprofit charitable organizations.

"That was something I found not to be believed," he said. But the foundation was in a financial tailspin, with no staff or money to do it.

While board members looked for money, the ship was deteriorating.

With a small crew, slim budget and only a cramped shipboard workshop, Mr. Atwell patched up the rot he saw with fresh wood, plywood, sheet metal, putty and paint. "You make do . . . dress it up and make it look nice," he said.

Later, Navy inspectors said the patches and short lengths of wood he used did little to strengthen the ship, which already may have been weakened by the 1960s enlargement of its hatch and the opening of bulwarks.

Mr. Atwell understood what he faced. He measured the ship's worsening hog every year. He confided his concerns to Mr. Ensor, but to no one else.

"I would never say anything that would reflect [negatively] on the ship," Mr. Atwell said. He knew there was no money to fix all the problems he saw, and believed it was not his place to advise the board.

"I was hired to keep maintenance on the ship," he said, "and that's what I did, with the tools and people and money that was available."

His restoration budget was axed in 1991, and more board members began to grasp the seriousness of the ship's decline. They hired experts, who confirmed it. Some people felt Mr. Atwell had kept too silent.

"It was a big burr under the saddle," Mr. Leiner said. Coupled with the foundation's growing inability to meet Mr. Atwell's $53,000 salary and benefits, it led to his dismissal in August 1993. Mr. Witz, then president and deeply loyal to Mr. Atwell, resigned.

The Constellation board members' search for a solution last year took them to the Naval Sea Systems Command, a consultation that triggered the August 1993 inspection.

Until then, the Navy had never conducted a thorough inspection of the historic ship.

Experts from the Constitution had toured the sloop-of-war informally and noted its urgent needs, but say they never took their concerns to board members.

Why didn't the board seek the Navy's help sooner? "I don't know," said board member John A. Pierson, 72, of Easton. There were favorable reports every year from the Navy's checks of the ship's fire extinguishers and other safety systems. "Maybe we were lulled into a sense of well-being by that."

So the degree of deterioration unveiled by the August 1993 inspection came as "a shock" to the board, Mr. Pierson said.

H

"It had to be the most worst-case report we could have."

Blue-ribbon panel

The board then hired Peter Boudreau to design a repair plan, but still hesitated to go public with its problems. It wasn't until April 20 -- a month after last winter's bitter weather forced the dismantling in March of the ship's decaying masts and rigging -- that the board finally turned to City Hall.

"I was very upset that the situation had been allowed to get this far without any request for assistance," Mayor Schmoke said. He said the the ship is valuable to Baltimore as both a symbol and a tourist attraction and has also been "a good educational vehicle for several generations of Baltimoreans."

In May, Mr. Schmoke named his blue-ribbon committee to inject urgency and new ideas into the rescue. Led by Ms. Shawe, the panel includes top executives from Legg Mason Inc., the Hyatt Regency Hotel, the Maryland Port Administration, the Rouse Co., NationsBank and prominent city law firms.

"The good folks who have been on the board with me for years talk in terms of thousands. These people talk in terms of nTC millions," said the foundation's Mr. Murphy.

So far, the new spotlight on the Constellation has attracted $50,000 in seed money from the city and $5,000 from the 'D National Trust for Historic Preservation, along with a place on its list of the nation's most endangered historic places.

Ms. Shawe said she has asked the city for "$3 million we wouldn't have to pay back," and may ask the state for a similar sum.

The mayor is weighing a possible bond issue.

Sen. Paul S. Sarbanes, a Maryland Democrat, won Senate approval for a $1 million appropriation for the Constellation in the Defense Department budget, but the item is absent from the House version. The matter is before a conference committee.

No one interviewed for this article believes the Constellation can raise the $25 million or more needed for a traditional restoration.

Even if it could, said Ms. Shawe, "the Constellation is so far gone . . . you would take away 70 percent of the vessel, and what do you have left?"

Instead, Mr. Boudreau has spent the past year devising his less costly plan to preserve the sloop-of-war's old timbers by shifting its weight to a rigid new hull composed of 6 inches of laminated wood.

"The old ribs become cargo," Mr. Boudreau said.

The frame would be cleaned of rot and fitted with a system to deliver a daily wetting in salt water, a wood preservative, making the ship a sort of wooden pickle jar. The work, probably at a Fort McHenry dry dock, would take about two years and could be undone later if money were found for a traditional restoration.

Doubts persist about the non-traditional nature of the proposed repairs, said Bill Scott, congressional affairs director at the Naval Sea Systems Command, but "we are going to look at it, provide some reviews and guidance to try to help. . . . We want to make sure she is safe; everything else will follow suit."

Ms. Shawe said Navy authorities "don't want to be put in a position where they have to take the ship away."

Once a plan is approved, Ms. Shawe said, the Constellation would need people to oversee the repairs, to build membership and financial security, and to develop educational and marketing programs "that make this ship an integral, active part . . . of this community."

Who'll take charge?

Still unresolved is just who, or what organization, would do that.

Ms. Shawe was reluctant to criticize past caretakers who, after all, have preserved the ship for nearly 40 years.

But she said that the mayor's panel, which has no legal authority as yet, is "very concerned" about raising money and turning it over to the foundation "because of the track record of the board."

Mayor Schmoke agreed: "I believe some of the possible funding sources are interested in seeing a new board, or a new governing organization control the ship."

For now, money destined for the ship is being held by the city's Office of Promotion. Also unknown is whether Marylanders in the 1990s will rally around the Constellation. "There seems to be an awful lot of grass-roots interest in her," Ms. Shawe said.

"I'm also convinced there is a potential for quite a lot of money that is not local."

It may be a hard sell, she said, but "at the same time, you have to save these things. You don't get a second chance."