Numbered 6358-6524, Conrail's SD40-2's were found system wide heading up trains of all varieties as well as working on helpers over the famous Horseshoe Curve on the Pittsburgh Line. Conrail acquired its SD40-2 fleet new from EMD in 1977, 78 and 79.

The SD40-2's had a feature unique to the road, the substitution of EMD's older Flexicoil trucks in place of the newly developed (and mistakenly believed to be flawed) HTC trucks that were delivered to all other SD40-2 owners.

In 1999, the fleet was divided between Norfolk Southern and CSX. Those assigned to NS were renumbered into the 3329 - 3424 series, while CSX allocated units became 8800 - 8889 where they still haul freight today.
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