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The DL535E(W) (also classified as a RSD-35) was among the last locomotives constructed by Alco before the plant in Schenectady, New York, shut down in 1969. Seven units were built by Alco and completed by Montreal Locomotive Works in 1969, with an additional three units built by MLW in 1971. The next batch was manufactured by Bombardier in 1982, which had acquired MLW and its designs. The locomotives built in 1982 employed the now familiar full width safety cab which was adopted by Canada more than a decade before it became common in the U.S. All 14 DL535E(W)s are powered by a 251 prime mover producing 1,200 horsepower.
 
The locomotives were originally built for the White Pass & Yukon in July 1982, but were never delivered, since the railroad had suspended operation. USG purchased two units (Numbers 112 and 113) of the original order of four in March 1991, only to wreck one about two years later. USG purchased a third (Number 111) at that time. In the intervening years, the WP&Y was reactivated to serve the tourist train and the final unit (Number 114) was delivered in 1994, 12 years after the initial order was placed.
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