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 & Hudson operated two distinct fleets of GP39-2s. The first comprised twenty former Reading locomotives, numbered 7401-7420, which were acquired on 1 April 1976 following the formation of Conrail. Built by EMD in November 1974 as Reading Nos. 3401-3420, they entered D&H service still wearing Reading’s green and yellow paint. Initially, only minimal alterations were made, with the leading “3” in each number simply changed to a “7” and D&H lettering or a diamond herald applied to the cab sides. As time permitted, the locomotives were repainted into the Delaware & Hudson’s familiar blue and yellow corporate livery, although several remained in patched Reading colours for many years.
Later in 1976, the D&H supplemented the former Reading fleet with twenty new GP39-2s from EMD, numbered 7601-7620. Delivered in the Lightning Stripe blue and yellow scheme, some initially lacked heralds because the railroad needed them in service immediately. Together, the two fleets formed the backbone of the D&H’s road freight operations, handling bridge traffic, manifests and priority freights throughout New York, Pennsylvania and eastern Canada.
Following Guilford Transportation Industries’ acquisition of the Delaware & Hudson in 1984, the GP39-2 fleet entered a prolonged transition. Rather than an immediate fleet-wide repaint, locomotives appeared in a variety of liveries and numbering combinations over the following four years. D&H 7420 became the first former Reading GP39-2 to receive Guilford’s distinctive Big G grey and orange livery, appearing in that scheme by July 1985 while still retaining its original number. Other locomotives remained in D&H blue well into 1986 and 1987, demonstrating that repainting was undertaken gradually rather than as a single programme.
During February 1988, Guilford adopted a three-digit numbering scheme for the GP38-2 and GP39-2 fleets. Ten of the former Reading locomotives were renumbered into the 370-389 series, although several retained their original identities until the D&H entered bankruptcy later that year. The programme therefore resulted in a fascinating mix of appearances, with some locomotives carrying D&H blue, others Guilford grey with 7400-series numbers, and others both repainted and renumbered. Five locomotives, 7403, 7407, 7409, 7410 and 7412, never wore Guilford paint at all.
Following Canadian Pacific’s acquisition of the D&H, many of the GP39-2s continued in service. Several of the former Reading locomotives were rebuilt by Morrison-Knudsen at Mountaintop, Pennsylvania, during 1990 before being sold in 1991, while others eventually passed to CSX, where they entered the 4300-series. The former 7600-series locomotives likewise enjoyed long second careers after leaving Guilford. Throughout their lives, the GP39-2s proved to be among the Delaware & Hudson’s most successful diesel types, becoming one of the defining locomotive classes of the railroad’s post-Conrail era.























| 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. Never wore Guilford paint. | 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. Guilford 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. Never wore Guilford paint. | 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 | Never wore Guilford paint. 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. Never wore Guilford paint. | 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 | Patched Reading Green & Yellow until at least April 1980. Never wore Guilford paint. 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
Former D&H units
| 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 |
