Penn Central GP38 road switchers were turned over to Conrail and became part of the CR 7600-7939 series. The impressive fleet could be found almost anywhere, from yard and local duty to hauling mainline freights. 270 of them were built new for the Penn Central in the late 1960's and early 70's. Big blue inherited 4 GP38AC's from the Lehigh Valley (LV 310-313), along with 15 straight GP38's from the Pennsylvania-Reading Seashore Lines (PRSL 2000-2014)

In the early 1980's Conrail had a large number of locomotives in storage. At the same time, Conrail was looking to invest in a rebuild program that would place currently stored, beaten and bruised locomotives back to work. Conrail GP35 #2363 had been retired on February 11, 1981 and was sitting in storage awaiting final disposition when it was selected as the first candidate for the proposed rebuild program. It was hauled into the Juniata Locomotive shops and released on November 29, 1984 as GP38 #7635.

The unit was downgraded from 2,200hp to the standard GP38 2,000hp. A paper air filter box was added behind the central air intake ahead, and the dynamic brakes were removed as evidenced by the blanking out of the blister (which was also cut short to accommodate the paper air filter). The original GP35 class lights were replaced with the FRA-approved 'bug-eyes' typically found on newer EMD locomotives. The GP35 turbocharger was removed and two more exhaust stacks were added.

The experiment was not determined to be economically viable and the unit became the only such rebuilt locomotive on the system. CR GP38 7635 was finally retired on June 11, 1997.

In 1999, the fleet was divided between Norfolk Southern and CSX. Those assigned to NS were renumbered into the 2880-2957 series (2881-2884 are the former LV GP38AC's). A current rebuild program at NS is underway and many of the GP38's are being rebuilt into 700 series RP-E4C road slugs with cabs and full height long hoods designed to operate with GP40-2 mothers. CSX allocated units became 1943-1998.
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