I have been a serious railfan since the early 1960's and over the last 6 decades I have traveled to a lot of places and had numerous memorable experiences while following my passion for trains. This book is a collection of my railroading memories of Binghamton, NY and Altoona, PA that looks back to a time roughly 50 years ago. This book is all about the places, the incidents, the experiences and a little bit of history of the railroads themselves. These locales and the railroads populating them have changed dramatically in 50 years. While you could reasonably expect a wide variety of locomotive types from as many as 6 builders all those years ago, today the best you could hope for is the latest version of a small variety of look-alike locomotives from just two major builders. Then of course there are the changes to the railroad companies themselves. Dozens of railroad companies that were household names for decades disappeared almost overnight. And last but not least there are the two chosen towns which are the subjects of this book. Unlike many railroad towns of that era in which railroad activity has nearly disappeared completely, they have survived as railroad towns but they too are mere shadows of what they once were. Now let us go back a few decades and remember railroading at these two locations and fondly recall what it was like in those halcyon days of railfanning.