The California State Railroad Museum has been a resounding success since opening in 1981, but it has always needed an permanent annex for restoration work and additional, large-scale displays. Working with Cambridge Seven, we designed an award-winning sister facility in 1990, but economic constraints stalled the project. We were approached again in 2002 to examine the adaptive re-use of several historic structures in the original Southern Pacific Rail Yard, adjacent to the Museum. This setting, with buildings dating from the birth of the Transcontinental Railroad, is a location with tremendous historic importance and rich potential. Working again with Cambridge Seven, we held an intensive design charrette with key museum staff and created a rich, historical design concept. Preliminary design and construction budgets were prepared and the State is seeking final funding to move the project forward.