SEPTA has made significant improvements on its Regional Rail System since its takeover from Conrail some 10 years ago. This system now offers highly reliable service; stations are clean, many have obtained improved platforms, signs and other equipment; Trailpasses are used extensively. Yet, the ridership is low relative to the excellent coverage the network provides, and it has had a predominantly declining trend. Moreover, financial results are unsatisfactory: the Regional Rail Division's operating ratio is considerably lower than the other SEPTA divisions' ratios. There is a serious danger that the system will continue along a "spiral" of increasing fares and/or service cuts - decreasing ridership - reduced revenues - further fare increases and/or service cuts. The reasons for this upsetting trend are many. At the time of system's takeover, SEPTA discontinued many atavistic railroad practices, such as paying an extra day's wage when the crew uncouples cars for the second time in one day, heavy payments for any extra work of the crew (bringing a seat into the car, etc.). Yet, the basic problem is that the system still has an inherently obsolete "structure" as well as many operating practices of old-fashioned "commuter railroads": very slow station boarding due to low platforms and poor car design, obsolete manual fare collection, highly labor-intensive operation and the resulting long headways, restrictive FRA rules, etc. All of these factors make the service less competitive with the private automobile, as well as inefficient in operation. A plan for permanent upgrading of the Regional Rail System, entitled "A Plan for SEPTA's Metrorail System" was presented by this team to SEPTA in May 1993. There are, however, a number of non-capital modernizations and improvements which can be introduced in the short term, and which would have a significant impact on stopping, possibly reversing, the above-mentioned "downward spiral" of the Regional Rail System. A number of such improvements are presented and explained in this report.