Atchison Topeka & Santa Fe Railway's only GP40, the 2964 was derated to 2500 hp and classed as a GP35u. It was formerly ATSF 3461, which was Toledo Peoria & Western's only GP40 1000, originally EMD "loaner" 21. It was destroyed in a fatal wreck at Pico Rivera, CA, on January 28, 1988. Santa Fe's only GP40 had worked for the railroad just four years.
Coupled to ATSF 2964 is ATSF GP35 2962. This engine, too, is a former Toledo Peoria & Western engine. TP&W owned three non-dynamic GP35s, which rode on AAR trucks from trade-in ALCO diesels. After the Santa Fe acquired the TP&W, these three GP35s were rebuilt with dynamic brakes and Blomberg B trucks, and painted in the railway's Yellow Warbonnet paint scheme. TP&W 901 became ATSF 3463, and then ATSF 2962, as seen here. Today, it is BNSF Railway GP39-3R 2631.
