There will still be funnel cakes, fattened farm animals and fancy quilts at the Pembina County Fair. But for the first time in 115 years, there will be no carnival rides on the midway.

"The population is dwindling, and add that to the extra costs, and it's difficult to get a carnival," said Neil Fleming, who has headed the fair in North Dakota's northeastern-most county for 55 years.

The Pembina County Fair, which bills itself as the oldest continuous fair in the state, will replace carnival rides with bouncy inflatable games, Fleming said. The fair draws about 8,000 visitors, about the same population of the county, though both numbers have been declining, he said.

Shrinking attendance, soaring fuel prices and other expenses have hurt fairs across the country, and many are doing without amusement rides.

"Our fuel costs are four times as much as it was 10 years ago, and we haven't raised our prices in 10 years," said Lon McWhorter, owner of Woonsocket, S.D.-based Mac's Carnival & Attractions, the sole carnival company based in the Dakotas.

McWhorter said it cost him about $9,800 to move his dozen-ride carnival from South Dakota to Louisiana last year. "It cost me $22,000 to move the same carnival this year because of fuel prices," he said.

His grandfather started the company in the 1920s with a three-minute photography booth and some advice: Keep the carnival on wheels.

Following that advice has become difficult.

Billy Tucker, owner of Phenix, Ala.-based Dixieland Carnival Co., said several small fairs in the South and Midwest have fizzled in the past few years, and fewer are able to afford a carnival. He had to cancel carnivals at fairs in Georgia, Alabama, Tennessee and Kentucky this year.

"I lost money on them the last two years, and this year, it would have been worse," Tucker said.

Dixieland Carnival is a "small-to-medium size" show that has been in his family for five generations, Tucker said. Carnivals in the U.S. generally range in size from five rides to about 300, he said.

Tucker's carnival logs about 3,000 miles a year, down from 5,500 five years ago, because of fuel prices.

"We average about 75 miles between shows, where some of those carnivals out West have 600 to 700 miles between stops," he said.

Dixieland Carnival sells unlimited-ride armbands for $15, a fee that has not risen in five years, Tucker said.

"Everybody is feeling the pinch I am, and as bad as we need to go up, I just feel it would be a really bad PR move right now with everything else going up," he said.

Adding to carnival operation costs, he said:

n Shipping costs on stuffed animals from China are more expensive than the furry prizes.

n A jug of funnel cake oil has gone up from $15 to $28 in the past year.

n Generators to power a five-day, 19-ride carnival can gulp more than 1,000 gallons of diesel, which has gone up about a dollar in the past year, Tucker said.

About 345 carnival companies travel the U.S each year, down from about 400 a decade ago, said Bob Johnson, president of the Orlando, Fla.-based Outdoor Amusement Business Association. Many are family-owned businesses, and they need to be assured of big attendance to come to a fair, he said.

"Some have gotten fed up and tired of the fuel costs, insurance and long hours - it's a grind," he said. "It's a very highly regulated industry, and I can't say that it's bad, but it obviously has added to cost of doing business today."

County fairs were established in the 1800s as a way to promote agriculture, and little has changed since then, said Jim Tucker, president of the Springfield, Mo.-based International Association of Fairs and Expositions. He is not related to Billy Tucker.

Jim Tucker's group represents about 1,300 fair groups worldwide, though most are in the U.S.

Fairs remain popular, with 150 million Americans attending them in 2007 and 80 percent showing increased or steady attendance, he said.

"More and more people are coming up with farm animals as the No.1 reason to visit a fair," Tucker said. "A big part of the population does not interact with farm animals - and the more something becomes a curiosity, the more people come and see it."

In Hettinger County, in North Dakota's southwest corner, livestock is hardly a curiosity. Kelly Stewart, who was a member of the county fair board for several years, said fairgoers still like the amusement rides, though they've been absent the past few years. Fair attendance has suffered as a result, she said.

"We had ferris wheels, the Octopus, Tilt-A-Whirls - everything," she said. "Now we are down to a small beer garden, inflatables and an egg toss for kids.

"There is nothing for younger kids to do any more, to be honest," she said.

Palmdale, Calif.-based Schoeppner Shows has been bringing its carnival to the upper Midwest since the early 1980s, but has decided to stay closer to home this year, said Pam Schoeppner, who runs the carnival with her husband, Phil.

Pembina County was one of the carnival company's annual stops. Schoeppner said the skyrocketing cost of diesel and fewer fairgoers hurt business.

"We're carving out new territory in Utah, Nevada, Idaho and Wyoming," Schoeppner said. "Just driving out to North Dakota took a huge chunk of money, and the same thing with South Dakota and Nebraska - all those little county fairs have just petered out, and there is not enough attendance to support a carnival of our size."

Schoeppner's carnival has stopped each year at the Tri-County Fair in Wishek, in south central North Dakota. The company's decision to pull out of the state prompted fair officials there to buy their own carnival rides.

Mike Martell, who has helped organize the Tri-County Fair in Wishek for 45 years, said the fair purchased nine carnival rides last month for about $50,000, though most need much work to get them running in time for next month's fair.

Martell estimated the number of fairgoers from Emmons, Logan and McIntosh counties has dropped from 20,000 to 10,000 in the past several years. Still, he's not giving up the carnival.

"I can't see us running a fair without a carnival," Martell said. "Kids bring their parents to fairs. If you don't have something for kids, there is no reason for their parents to go."

The heyday for the Pembina County fair was in the late 1940s and 1950s, when about two dozen carnival rides filled up the fairground midway.

"There were clown shows, girlie shows and freak shows," Fleming said. "It was really something."

Computers helped the demise of those shows, Billy Tucker said. He predicts state fairs will grow as smaller county fairs decline because fairs still have something special.

"It is still the one thing where the whole family can go out and find something to do together," Tucker said. "It may be one of the last venues in the country where that is still possible."