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Automatic Test Equipment (ATE) Engineering often involves modernization of legacy test systems. With anticipated reductions in the DoD budgets and increasing system test complexity, modernization can be quite challenging. Most of the time these legacy systems have minimal or occasionally no documentation. How do you get from an aging legacy system lacking documentation to an updated modern test system that is highly capable and fully documented and validated? The challenges are many. Missing test requirements, outdated software revisions, partial product specifications, no Test Program Set (TPS) definition, lack of operating system updates, outdated vendor-supplied software drivers, instrument and component obsolescence, customer data system compatibility requirements issues, and system build software not defined, just to name a few. This paper will discuss getting from a confused, unorganized place to one that's meaningful, containing complete requirements, design, and validation documentation using a robust Systems Engineering (SE) design approach. This paper will trace how to efficiently achieve good performance and suggest a logical way to get there, employing modular principles for today and be able to reuse them for tomorrow's challenges. What are good and bad approaches to this problem? Information about design choices and how they can lead to success will be discussed.