After over 100 years of traditional design and construction, the rail industry is now tailoring Systems Engineering processes to cope with the complexities of its capital projects. This industry is attempting to accomplish in ten or fifteen years what has taken aerospace and defense 50 years to achieve—‐ that is, to embed an SE approach into the fabric of its business. Four panelists will share how their big, bureaucratic and very conservative organizations are transforming to meet today's challenges. They will describe how they are dealing with the driving forces of system interoperability and dynamic technologies and the restraining forces of severe SE competency shortages and institutional barriers to cross‐disciplinary teamwork. They will share how they are changing their contracts, design documents and procedures, and how they are adapting design tools and approaches to deliver successful projects and improve life‐cycle systems performance. These are the early chapters of an entire industry in flux.