By the early 1970's, a deadly combination of declining revenues, deferred maintenance, deteriorating service levels, competition from the trucking industry, and an ancient regulatory system had forced six railroads, representing much of the rail system in the Northeast and Midwest, into bankruptcy. The federal government, recognizing the national economic importance of the bankrupt carriers, took ownership of the railroads, merged them into one carrier called Conrail, and appropriated vital funds to repair tracks and purchase locomotives and freight cars. While Conrail succeeded in rebuilding the railroad, the passage of the Staggers Act in 1980 relaxed many regulatory constraints, giving railroads more freedom to compete with trucks. Later, other legislation transferred the operation of money-losing passenger services from Conrail to state agencies. By 1981, Conrail was profitable and no longer required federal investment. In 1987, the federal government sold Conrail back to the private sector in a $1.9 billion IPO, the largest IPO up to that point in the nation's history. Conrail continued to provide high quality service to its customers and, by 1997, was purchased for $10 billion and split between the other two major Eastern railroads, Norfolk Southern and CSX Transportation. This photoessay chronicles Conrail operations in the mid-to-late 1990's, the twilight years before and during the acquisition.