I have the BCD396T, the BR330T, and several others. The BCD396T is an excellent scanner, and not that hard to use, once you get past the initial learning curve. For Railroad listening, however, It (and the RS Pro-96 also) is overkill. At the moment, most if not all communications are analog in the 160-161 Mhz range. I have heard about some experimental Railroad use of APCO 25 (Digital), but it isn't in wide use (yet). The Pro-96 is older technology and while it works well, I would expect that a replacement model will be introduced within the next 1-2 years. The Pro-96 can accept certain Flash upgrades , but one problem required the radio to be sent back to Fort Worth for a chip replacement. The recent Uniden radios all have Flashable Bios and most of them have had more than one upgrade since their release. All you really need in a scanner radio for Railroad use is a lower end scanner with 200 or so channels. Alpha Tagging is a definite plus (almost but not quite a "Must Have"). The BCD396T/BR330T (same case size) are much smaller than the Pro-96 and others from GRE/Radio Shack. Smaller size means less weight to carry around. The stock antennas usually deliver more than adequate reception. On 9 (Nine) of my radios, I use the 3 inch long Maldol MH-209SMA (or MH-209 (BNC)) a "Active Hunter" antenna. These work as well or better than the stock antennas on my scanners and Amateur Radios. I have nothing against Radio Shack products, and I'm Still using 4 (3 actively) RS scanners. The only one I didn't like was the PRO-95, which I sold so that I could buy a BC246T
Mark