As they have at two earlier meetings , dozens of residents of Lloyden Park showed up in force at the meeting. They asked the town to pay Caltrain what it wants but said they don't think the town should sign a legal release.

Atherton's City Council members said they aren't willing to go along, however. At a Feb. 21 meeting, council members said they won't sign the legal release, and want proof of the actual cost of changing to shorter poles. A subcommittee made up of Mayor Cary Wiest and council member Rick DeGolia will negotiate with Caltrain, and the council will call a special meeting if it is needed to ratify the agreement.

The shorter poles would be on both sides of the tracks, while the taller poles would have all been on one side.

A Feb. 6 letter from Caltrain demands that Atherton pay it $200,000, get written consent of property owners whose trees will be affected by changed plans, and agree the town won't support or be a part of any lawsuit filed against the electrification project. In return, Caltrain would install 10 35-foot-tall poles with crossbeams spanning only one set of tracks, instead of the five 45-foot-tall poles that cantilever over two sets of tracks it had planned.

In the latest volley in the battle between Atherton and Caltrain over the height of the poles it plans to install as part of its project to electrify its trains, Caltrain has given the town until Feb. 28 to meet a list of demands if it wants shorter poles installed.

Council member Elizabeth Lewis said that she has had recent conversations with elected officials on the joint powers board that runs Caltrain. "Some members of the JPB, I believe, are just kind of gloating that they're putting it to us," she said.

The neighbors' letter urges the town to pay Caltrain "in order to save the Lloyden Park neighborhood, approximately 90 homes, as well as other nearby neighborhoods, from a preventable aesthetic environmental blight."

"We are very disappointed that Caltrain chose not to make a compromise," said Sharon Hume, president of the Lloyden Park homeowners' association. A letter signed by 68 neighborhood residents was sent to the town, urging that Caltrain be paid.

Caltrain representatives said at that meeting that most of Atherton's new poles will be in the center of the tracks and 30 to 35 feet tall. But in places where there's not room for the center poles, some poles would be up to 45 feet tall.

Town officials said they first learned that Caltrain planned to put the tall two-track poles in place in November , at a meeting at which the town was scheduled to approve an agreement allowing Caltrain to get the permits needed to start working in Atherton.

"I think $200,000 is way too high," he said. "The other conditions in that letter were inappropriate."

"I'm surprised with the demands and tone of the Caltrain letter," said council member Bill Widmer. "The poles, in fact, will be an eyesore."

"I believe Caltrain has not acted in good faith in dealing with Atherton," Ms. Lewis said. "There's no secret to the fact that Atherton has been a thorn in Caltrain's side for a long time because we've sued several times."

"I think we need a good relationship with Caltrain," he said. "That means working with them. That doesn't mean dictating."

Mr. DeGolia and Mayor Wiest said they see room to negotiate with Caltrain. "I believe there is an opportunity to come to a solution here," Mr. DeGolia said.

"Because mistakes were made, and balls were dropped, we ask the town to pay the $200,000 fee," Lloyden Park resident and Rail Committee member Nerissa Dexter said.

That was news to town officials who had written in a staff report that the poles would be 25 to 30 feet.

Caltrain has a list of demands before it will change pole design for Atherton