While passenger rail service has significantly grown in some parts of the United States, as evidenced by the new Brightline / Virgin Rail USA service in Florida and the expansion of passenger rail service in the State of Virginia, there has been significant resistance to the growth of passenger rail service in Texas, as evidenced by the demise of the Lone Star Rail District (LSRD) in 2016. Why the resistance? This exploratory research provides insights that address that question by identifying the contributing factors that led to the LSRD’s failure. A political economy framework incorporated a stakeholders’ perspective in an analysis of LSRD’s termination. An archival document study was used to identify key stakeholders and to then inform the design of, and the questions used in, an interview study of those key stakeholders. This research identified eight factors that contributed to the demise of the LSRD; 1) prior rail / transit failures in Texas; 2) structure of the Texas legislation; 3) inadequate political support; 4) organizational paralysis; 5) resistance from the Texas Department of Transportation; 6) flawed strategy; 7) disruptive technology; and 8) the Bexar County (Texas) Judge and the president of the Union Pacific Railroad. Although hundreds of individuals were involved during the LSRD’s nineteen-year history, in the end, three key decision makers and one key staff person were attributed with ending the organization’s existence. By identifying and analyzing the constellation of forces that were at play in the Lone Star Rail District, lessons were learned that could be applied (or avoided) across an array of similar rail initiatives, not only in Texas, but throughout the United States. A clear and identifiable political champion; adequate funding; competent project management; a clear project design and budget; a cooperating Class-1 freight railroad partner; adequate property ownership or right-of-way access; and an economically competitive alternative to automated highway vehicle technology; should all be considered necessary elements for the success of future passenger rail expansion projects. / Business Administration/Interdisciplinary