The GP39-2 was Electro-Motive Division’s answer to the need for a more fuel-efficient road switcher during the energy-conscious 1970s. It was a refinement of the earlier and commercially unsuccessful GP39, which had only managed 23 sales. Built between 1974 and 1984 as part of the Dash 2 product line, the GP39-2 used a turbocharged 12-cylinder 645E3 diesel engine producing 2,300 horsepower. Compared to the GP38-2’s non-turbocharged 16-cylinder prime mover, the GP39-2 delivered more horsepower with fewer cylinders and better fuel economy—key selling points during a time of rising fuel costs. The turbocharger also gave the GP39-2 an edge in high-altitude operation, where normally aspirated engines like the GP38-2 struggled with power loss and excess smoke.
A total of 239 units were produced, with the largest fleet going to the Santa Fe, which acquired 106 over a seven-year period. Other buyers included Burlington Northern, Missouri–Kansas–Texas, Reading, and mining operators such as Kennecott and Phelps Dodge. The GP39-2 used a standard B-B wheel arrangement and typically rode on Blomberg trucks. Its design was straightforward, with enough power and reliability for general freight service without the extra maintenance demands of higher-horsepower models. While it never rivalled the GP38-2 in sheer numbers, the GP39-2 proved itself as a capable and efficient mid-horsepower locomotive.
Delaware & Hudson
The Delaware and Hudson ended up operating two distinct batches of GP39-2s. The first group, numbered 7401 to 7420, came second-hand from the Reading Company in 1976 following the creation of Conrail. These locomotives arrived still in Reading’s green and yellow paint. They were hastily patched for D&H service, often by modifying the Reading diamond logo and renumbering with white sevens in place of yellow threes. Eventually, most were repainted into the familiar D&H blue with yellow nose stripes. Many of these units continued into the Guilford era and were later absorbed by CSX, where some survive in the 4300 number series.

The second group, 7601 to 7620, was purchased new from EMD and delivered in 1976. These units wore the Lightning Stripe scheme from day one, though several lacked logos due to the D&H’s urgent need to get them into service. They were acquired to support the D&H’s post-Conrail expansion and quickly became a common sight on bridge traffic routes between Canada and the US Northeast. These units handled everything from high-priority freights to secondary assignments and were mainstays on the D&H for more than a decade.
When Guilford took over in the 1980s, both groups were folded into the Boston and Maine roster and received new numbers. By the mid-1990s, all had left Guilford rails, with most finding their way to Union Pacific through Webb Asset Management. While the D&H had its fair share of instability during this period, the GP39-2s remained one of the most reliable and useful locomotive types in the fleet, well-suited to the varied demands of a mid-sized regional carrier.
| No. | Serial | Built | Livery | Notes | Photographs | Modelling |
|---|---|---|---|---|---|---|
| 7401 | 7464-01 | 11/1974 | Patched Reading Green & Yellow until at least October 1978. Delaware & Hudson Blue & Yellow from at least June 1980 until at least July 1986. Delaware & Hudson Lightning Stripe from at least June 1988. | Built as RDG #3401, to D&H on 4/1/1976, to Guilford #370, rebuilt by M-K at Mountaintop, PA in 6/1990. Sold 1991. | RRPA | |
| 7402 | 7464-02 | 11/1974 | Patched Reading Green & Yellow until at least April 1977. Delaware & Hudson Blue & Yellow from at least March 1979 until at least June 1987. Guilford Grey from at least August 1987. | Built as RDG #3402, to D&H on 4/1/1976. Sold 1991. | RRPA | Atlas Reading (Green/Yellow) 3402 40 003 842 / 40 003 855. Atlas Delaware & Hudson (Blue/Yellow) 40 005 903 / 40 005 916 |
| 7403 | 7464-03 | 11/1974 | Patched Reading Green & Yellow until at least August 1976. Delaware & Hudson Blue & Yellow from at least December 1979 until at least June 1985. Delaware & Hudson Lightning Stripe from at least July 1990. | Built as RDG #3403, to D&H on 4/1/1976, rebuilt by M-K at Mountaintop, PA in 6/1990. Sold 1991. | RRPA | |
| 7404 | 7464-04 | 11/1974 | Patched Reading Green & Yellow until at least January 1977. Delaware & Hudson Blue & Yellow from at least May 1977 until at least May 1986. Guildford Grey as 373 by June 1988. | Built as RDG #3404, to D&H on 4/1/1976, to Guilford #373. Sold 1991. | RRPA / RRPA | |
| 7405 | 7464-05 | 11/1974 | Patched Reading Green & Yellow until at least July 1978. Delaware & Hudson Blue & Yellow from at least July 1979 until at least September 1985. Guildford Grey as 7405 by August 1987. As 374 by March 1988. | Built as RDG #3405, to D&H on 4/1/1976, to Guilford #374. Sold 1991. | BL RRPA RRPA | |
| 7406 | 7464-06 | 11/1974 | Patched Reading Green & Yellow until at least February 1980. Delaware & Hudson Blue & Yellow from at least July 1980 until at least April 1986. Guildford Grey as 7405 by June 1988. | Built as RDG #3406, to D&H on 4/1/1976. Sold 1991. | RRPA | |
| 7407 | 7464-07 | 11/1974 | Patched Reading Green & Yellow until at least February 1980. Delaware & Hudson Blue & Yellow from at least July 1980 until at least April 1986. Guildford Grey as 7405 by June 1988. | Built as RDG #3407, to D&H on 4/1/1976, rebuilt by M-K at Mountaintop, PA in 6/1990. Sold 1991. | BL RRPA | |
| 7408 | 7464-08 | 11/1974 | Reading Green & Yellow until at least April 1977. Delaware & Hudson Blue & Yellow by April 1979 until at least… | Built as RDG #3408, to D&H on 4/1/1976. Sold 1991. | Link / RRPA | Atlas Reading (Green/Yellow) 3402 40 003 843 / 40 003 856. |
| 7409 | 7464-09 | 11/1974 | sold 1991 | Built as RDG #3409, to D&H on 4/1/1976 | RRPA | |
| 7410 | 7464-10 | 11/1974 | Patched Reading Green & Yellow until at least February 1989. | Built as RDG #3410, to D&H on 4/1/1976. Sold 1991. | BL RRPA | |
| 7411 | 7464-11 | 11/1974 | sold 1991 | Built as RDG #3411, to D&H on 4/1/1976, to Guilford #380 | RRPA | |
| 7412 | 7464-12 | 11/1974 | sold 1991 | Built as RDG #3412, to D&H on 4/1/1976 | RRPA | ![]() |
| 7413 | 7464-13 | 11/1974 | sold 1991 | Built as RDG #3413, to D&H on 4/1/1976, to Guilford #382 | RRPA | Atlas Guilford Grey/Orange 40 003 846 / 440 003 859 |
| 7414 | 7464-14 | 11/1974 | sold 1991 | Built as RDG #3414, to D&H on 4/1/1976 | RRPA | |
| 7415 | 7464-15 | 11/1974 | sold 1991 | Built as RDG #3415, to D&H on 4/1/1976, to Guilford #384 | RRPA | Atlas Guilford Grey/Orange 40 003 847 / 440 003 860 |
| 7416 | 7464-16 | 11/1974 | sold 1991 | Built as RDG #3416, to D&H on 4/1/1976, to Guilford #385 | RRPA | |
| 7417 | 7464-17 | 11/1974 | sold 1991 | Built as RDG #3417, to D&H on 4/1/1976, to Guilford #386 | RRPA | |
| 7418 | 7464-18 | 11/1974 | sold 1991 | Built as RDG #3418, to D&H on 4/1/1976, rebuilt by M-K at Mountaintop, PA in 6/1990 | RRPA | |
| 7419 | 7464-19 | 11/1974 | sold 1991 | Built as RDG #3419, to D&H on 4/1/1976, to Guilford #388 | RRPA | |
| 7420 | 7464-20 | 11/1974 | sold 1991 | Built as RDG #3420, to D&H on 4/1/1976, to Guilford #389 | RRPA | Atlas Delaware & Hudson (Blue/Yellow) 40 005 904 / 40 005 917 |
| 7601 | 756126-01 | 4/1976 | sold 1984 | To Guilford #361 | RRPA | |
| 7602 | 756126-02 | 4/1976 | sold 1984 | To Guilford #362 | RRPA | |
| 7603 | 756126-03 | 4/1976 | sold 1984 | To Guilford #363 | Link RRPA | |
| 7604 | 756126-04 | 4/1976 | sold 1984 | To Guilford #364 | RRPA | |
| 7605 | 756126-05 | 4/1976 | sold 1984 | To Guilford #365 | RRPA | |
| 7606 | 756126-06 | 4/1976 | sold 1984 | To Guilford #366 | RRPA | |
| 7607 | 756126-07 | 4/1976 | sold 1984 | To Guilford #367 | RRPA | |
| 7608 | 756126-08 | 4/1976 | sold 1984 | To Guilford #368 | Link RRPA | |
| 7609 | 756126-09 | 4/1976 | sold 1984 | To Guilford #369 | Link RRPA | |
| 7610 | 756126-10 | 4/1976 | Until July 1983 | To Guilford #350. Sold 1984 | RRPA | |
| 7611 | 756126-11 | 4/1976 | sold 1984 | To Guilford #360 | RRPA | |
| 7612 | 756126-12 | 4/1976 | sold 1984 | To Guilford #352 | RRPA | |
| 7613 | 756126-13 | 4/1976 | sold 1984 | To Guilford #353 | RRPA | |
| 7614 | 756126-14 | 4/1976 | sold 1984 | To Guilford #354 | RRPA | |
| 7615 | 756126-15 | 4/1976 | sold 1984 | To Guilford #355 | RRPA | |
| 7616 | 756126-16 | 4/1976 | sold 1984 | To Guilford #356 | RRPA | |
| 7617 | 756126-17 | 4/1976 | sold 1984 | To Guilford #357 | RRPA | |
| 7618 | 756126-18 | 4/1976 | sold 1984 | To Guilford #358 | RRPA | |
| 7619 | 756126-19 | 4/1976 | sold 1984 | To Guilford #359 | RRPA | |
| 7620 | 756126-20 | 4/1976 | sold 1984 | To Guilford #351 | RRPA |
Boston & Maine
| No. | Serial | Livery | Notes | Photographs | Modelling |
|---|---|---|---|---|---|
| 350 | 756126-10 | Guilford by January 1984. | RRPA | Atlas Guilford Grey/Orange 40 005 905 / 40 005 918 | |
| 351 | 756126-20 | RRPA | |||
| 352 | 756126-12 | 12 | RRPA | ||
| 353 | 756126-13 | 16 | RRPA | ||
| 354 | 756126-14 | 19 | RRPA | ||
| 355 | 756126-15 | 11 | RRPA | ||
| 356 | 756126-16 | 20 | RRPA | ||
| 357 | 756126-17 | 21 | RRPA | ||
| 358 | 756126-18 | 14 | RRPA | Atlas Guilford Grey/Orange 40 005 906 / 40 005 919 | |
| 359 | 756126-19 | 12 | RRPA | ||
| 360 | 756126-11 | 19 | RRPA | ||
| 361 | 756126-1 | 23 | RRPA | ||
| 362 | 756126-2 | 26 | RRPA | ||
| 363 | 756126-3 | 20 | RRPA | ||
| 364 | 756126-4 | 35 | RRPA | ||
| 365 | 756126-5 | 19 | RRPA | ||
| 366 | 756126-6 | 32 | RRPA | ||
| 367 | 756126-7 | 23 | RRPA | ||
| 368 | 756126-8 | 28 | RRPA | ||
| 369 | 756126-9 | 15 | RRPA |
