By the 1990's, EMD SD40's and SD40-2's were showing their age. As these units were very common among many railroads and had shown their durability, various efforts were made to extend their service life.

One of these as by Southern Pacific. In the early 1990's, Southern Pacific contracted with Morrison Knudsen to to supply 133 rebuilt locomotives that would be known as SD40M-2's. Southern Pacific did not have the units to spare for conversion. This resulted in the use of a number of different EMD SD locomotives being used.

The 133 locomotives used for the program came from a variety of sources and were made up of 30 SD40's, 97 SD45's and 6 SDP45's.

During the rebuild program, 10 of the SD45's received GP40 rear hoods and radiators. As a result, there were 4 body variation of the SD40M-2.

Many of these units became Union Pacific units after the merger with Southern Pacific, many receiving UP colors. These units have been sold by Union Pacific and some examples remain in service today with smaller railroads.

Features:

• Safety tread on walkways
• Fine scale handrails for scale appearance
• Factory applied wire grab irons
• Windshield wipers
• See through cab windows
• Detailed and painted cab interior
• Sliding side cab windows
• Metal lift rings
• Fully assembled and ready-to-run
• Accurately painted and printed paint schemes
• Incandescent bulbs for realistic appearance
• DCC Ready units feature Quick Plug plug-and-play technology with both 8- and 9-pin connector
• Scaled from prototype resources including drawings, photographs, and more
• Body mounted McHenry operating scale knuckle couplers
• Genesis driveline with 5-pole skew wound motor, precision machined flywheels, and multi-link drivetrain for trouble free operation
• All-wheel drive with precision gears for smooth and quiet operation
• All-wheel electrical pickup provides reliable current flow
• Wheels with RP25 contours operate on Code 55, 70, 75, 80, 83, and 100 rail
• Bi-directional constant lighting so headlight brightness remains constant
• Heavy die-cast frame for greater traction and more pulling power
• Minimum radius: 18"
• Recommended radius: 22”

DCC w/Sound Features:

• Onboard DCC decoder with SoundTraxx Tsunami sound
• Sound units operate in both DC and DCC
• Some functions are limited in DC
• Engine, horn, and bell sounds work in DC
• All functions NMRA compatible in DCC mode
• Slow speed control
• Program a multiple unit (MU) lashup
• Many functions can be altered via Configuration Value (CV) changes

Road Number Specific Features:

• Post merger Union Pacific repaint of former SP unit
• Ex EL and Conrail MK rebuilds with modified engine doors
• Illuminated ditchlights
• Cab mounted A/C
• Frame mount bell
• Large SP Plow
• Sinclair antenna on antenna plane
• Nathan P-3 on bracket located on long hood
• Flexicoil-C Trucks with high brake cylinders and exposed roller bearings
• Era: 1996+