The paper outlines the development of the Sydney to Brisbane “coastal” railway, which includes the Sydney to Maitland section completed in 1889; the linking up of branch lines between Maitland and Kyogle by 1923; and the completion of the Kyogle to South Brisbane section in 1930. Comment is given on the present state of the Sydney to Brisbane railway (which has 40% of its length on tight radius curves) and the ongoing upgrading of the Pacific Highway, along with a decline in rail’s modal share of corridor freight from about 24% in 1996 to less than 12% today. In addition to the track upgrading due to be completed by 2010 by the Australian Rail Track Corporation, the paper recommends not only upgrading the present Strathfield to Hexham section, but also consideration of rail deviations north of Hexham. The resulting improvement in rail freight efficiency and competitiveness from construction of a “fit for purpose” Sydney to Brisbane railway could give rail a 50% share of line haul freight. Compared with a projected 5% share by 2014, this upgrade would save 52 ML/a of diesel, as well as reduce greenhouse gas emissions and reduce external costs by over $90 million per annum. A major track upgrade would also allow for faster passenger train services and improve road safety.