In the late 1950's and early 1960's EMD offered to "rebuild" old switchers to SW-900 specifications. However, little of the original locomotive remained, usually, just the frame and the trucks. Conrail's 32 SW-900M's were inherited from the Reading (21) and the Lehigh Valley (11). Although most units were retired by the late 1980s, a handful of the former Reading units lasted through the early 1990s.