The most populated series on the EMD side of the CR roster were the 223 inherited GP38-2's from Penn Central. Conrail also purchased 115 brand new GP38-2's between 1977 and 1979. The entire roster filled the 7940-8281 block. The four axle units churned out 2,000hp and were regulars in all types of service.

Equipped with plows on both ends, several were cleared for use at the PP&L Strawberry Ridge, PA power plant (8040-8064) and others were equipped with bi-directional cab arrangements (8154-8162). The PC GP38-2's were built without anti-climbers while the Conrail ordered units, 8163 forward, were. A small handful of other subtle differences can be found when comparing the different orders such as the fuel spout revision, nose ventilation lovers, an additional latch to the control compartment door, etc.

In 1999, the fleet was divided between Norfolk Southern and CSX. Those assigned to NS were renumbered into the 5257-5393 series, while CSX allocated units became 2717-2814.
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