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.