Conrail inherited 222 GP38-2's from the Penn Central and purchased an additional 118 units between 1977 and 1979. One hundred of the PC units were leased from GM for 15 years. In July, 1987, GM demanded the return of the locomotives, much to power-short Conrail's dismay. Conrail retaliated by not taking delivery of a single EMD locomotive for over three years.
The 2000 horsepower locomotives are used for all sorts of local, branch, and mine run service.