Like it's 4 axle counterpart, the SD-40 is powered by a 16 cylinder 645 series diesel engine. Conrail inherited its fleet of 118 units from the Penn Central and Jersey Central. 110 units came from the Penn Central, 65 from the PRR (2-3/66), and 45 purchased by the PC (12/70 - 1/71). The 8 Jersey Central units were actually purchased by the CNJ's parent company Baltimore and Ohio in 1967, because the CNJ was in such bad financial condition. Like the GP-40's and SD-45's, these modern units were worked very hard in the early days of Conrail. Some units served as Horseshoe Curve Helpers from the late 1980's through the mid-1990's. After being replaced in this service in the mid-1990's by SD40-2's, 31 of these units have been rebuilt at Conrail's Altoona Shops to SD40-2 specifications and have been dubbed SD40-3's. These units continue working for in the shared assets areas, and in the lease fleets of Helm (HLMX), First Union (FURX), and others into the new millennium.