Abstract: A system for measuring rail wear includes an assembly movable along a railroad track and having displacement pickups adapted to respectively bear upon points on a top surface and on an inner side surface of each rail for the measuring of rail wear at these surfaces. Entered into the system are unworn top and side rail surface measurements taken relative to a known unworn feature of the rail at selected points. The assembly includes a probe element for each rail which bears upon an unworn portion of the worn rail so as to facilitate measurement of rail wear by the pickups in relation to the unworn top and inner side rail measurements. With the use of transducers, the pickups are adapted to generate signals in accordance with the mechanical displacement of the top surface and the side surface points relative to the measured unworn top and side surface points which signals are then converted to analog voltage levels which may be displayed on digital panel meters.