Arthur Penn was hired to direct the film, with Burt Lancaster and Paul Scofield set to play leading roles, as announced in the 17 Jul 1963 Var. Based on the French book by Rose Valland, Le front de l'art; défense des collections françaises 1939—1945, the production qualified for both French and Italian aid. The 2 Oct 1963 Var described the subsidies as “14% on grosses,” suggesting that profit-based rebates would be provided upon theatrical release. French requirements called for the picture to be shot entirely in France and in two versions: one English-language and one French-language. An item in the 26 Sep 1963 DV noted that United Artists (UA) backed the film in exchange for worldwide distribution rights.
       Filming began on 5 Aug 1963, according to a production chart in the 16 Aug 1963 DV. Two weeks later, a 19 Aug 1963 DV article reported that Arthur Penn had left the film over creative differences with producer Jules Bricken, and John Frankenheimer was en route from New York City to Paris, France, to replace him. Frankenheimer had just directed Seven Days in May (1964, see entry) with Burt Lancaster, and had also worked with Lancaster on Birdman of Alcatraz (1962, see entry). It was reported in the 2 Oct 1963 Var that Lancaster recruited Frankenheimer for the last-minute position; to make himself available, the director put off another project, The Confessor, which ultimately did not get made. Upon arrival in France, Frankenheimer immediately went to work on script revisions with screenwriter Walter Bernstein. Around the same time, Lancaster took time off the shoot to attend the 28 Aug 1963 March on Washington.
       Five-and-a-half months later, the 12 Feb 1964 Var announced that filming would cease until the following month due to a lack of foliage needed for exterior shots. Attempts at placing fake leaves on trees had failed, and interior shooting had already been completed. The remaining sequences required Lancaster, Albert Rémy, and Charles Millot; in the meantime, Lancaster planned to return to the U.S., while Frankenheimer used the hiatus to begin editing. The initial setback of Arthur Penn’s departure and subsequent weather delays caused the film to go over budget, which led to increased oversight from UA, the 19 Feb 1964 Var reported. A final negative cost of $5.8 million was cited in a 17 Feb 1965 Var brief. Frankenheimer claimed to have gone no more than $600,000 over budget.
       Production resumed in the town of Gargenville, France, with an explosion sequence that called for the destruction of thirty railroad cars and as many as fourteen film cameras, as stated in the 1 Apr 1964 and 17 Feb 1965 issues of Var. Special effects man Lee Zavitz estimated the sequence would have cost $1 million in the U.S., but it was significantly cheaper in Gargenville due to cooperation from the French government, who supplied actual railroad cars to be destroyed as well as military personnel to help with strategy and execution. Also cooperating, as background actors, were French railway employees. In return for their participation, filmmakers donated to a retirement fund servicing the French National Railway Systems, the 19 Aug 1963 DV noted.
       Filming was set to conclude the week of 5 Jun 1964, according to that day’s DV; however, the 24 Jun 1964 DV indicated that production was just coming to an end. Two months later, an item in the 26 Aug 1964 Var claimed that photography had only recently wound after 151 shooting days.
       Theatrical release occurred sometime in late 1964 in France, and around the same time in England; box-office earnings in both markets were expected to reach $9 million, according to the 17 Feb 1965 Var. The film made its U.S. debut in New York City on 17 Mar 1965, at the Astor and Plaza theaters. The 27 Jan 1965 LAT previously announced that a West Coast premiere was scheduled to take place at the new Los Angeles County Museum of Art (LACMA) location on Wilshire Boulevard, where The Train was set to be the first film screened in the museum’s theater. The event occurred in late Mar 1965, and entailed a post-screening midnight tour of the museum, the 31 Mar 1965 DV reported. General theatrical release in Los Angeles, CA, did not occur until 9 Jun 1965.
       Critical reception was positive. The Train was named one of the Top Ten films of 1965 by the National Board of Review, and Franklin Coen and Frank Davis were nominated for an Academy Award for Writing (Story and Screenplay—written directly for the screen).
       Due to French subsidy requirements, associate producer Bernard Farrel was billed as a co-director on French-language prints. John Frankenheimer reportedly took issue with the French billing, insisting that Farrel “was just an assistant director,” as stated in the 17 Feb 1965 Var. Items in the 17 Jul 1963 Var and 16 Aug 1963 DV named Claude Dauphin and Michele Girardon as cast members.