This loco was built in 8/1968 with EMD serial number 34303. She was built as a freight roadswitcher, model GP40.

She became CR 3126 at the formation of Conrail.

She was leased by the Rio Grande on 11/09/1983 and given temporary number D&RGW 3174, as her PC/CR number would have conflicted with newly-delivered D&RGW GP40-2's.

She was acquired outright on 06/11/1984 and given her permanent number D&RGW 3138. She was not equipped with gyralights in service for the PC/CR and they were never retrofitted during her service for the Rio Grande.

She was one of three D&RGW GP40's painted in SP's scarlet and grey "bloody nose" scheme with SP Speed Lettering after the Rio Grande/SP merger.

D&RGW 3138:

SP 3138:

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