News & Reviews News Wire Railroading Heritage of Midwest America, Union Pacific agree to donation of Challenger, other locomotives, cars

Railroading Heritage of Midwest America, Union Pacific agree to donation of Challenger, other locomotives, cars

By Steve Glischinski | April 28, 2022

Donation from UP heritage fleet also includes long-dormant 2-10-2, DDA40X; steam locomotives to be returned to operation

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Large steam locomotive with yellow passenger cars
UP Challenger No. 3985 pulls a special at Jordan, Minn. on Sept. 30, 2008. The locomotive is part of a large donation from UP to Railroading Heritage of Midwest America, which plans to restore the Challenger to operating condition. (Steve Glischinski)

OMAHA, Neb. and MINNEAPOLIS, Minn. — Union Pacific Railroad and the non-profit Railroading Heritage of Midwest America today announced an agreement that will see Challenger No. 3985, 2-10-2 No. 5511, DDA40X No. 6936, and other equipment from UP’s Heritage Fleet donated to RRHMA, which plans to restore both steam locomotives to operating condition.

Also being donated are an unrestored former E9B locomotive, four coaches, a diner-lounge car, ex-Western Pacific business car Selma, former Southern Pacific business car Stanford, a baggage car, and a caboose. The equipment will be moved by UP to RRHMA’s recently acquired shop complex in Silvis, Ill. later this year.

Man at table signing paperwork
Railroading Heritage of Midwest America President and Chief Operating Officer Steve Sandberg signs the donation agreement with Union Pacific. (RRHMA)

RRHMA plans to return the steam locomotives to service in a multi-year, multi-million-dollar restoration project at Silvis, which has the space for the work and the large overhead cranes needed to lift the locomotive boilers off their frames for restoration. No. 3985 will be restored first to UP’s specifications, similar to how the company rebuilt Big Boy steam locomotive No. 4014. No. 5511, which last ran in the mid-1950s, will be restored after 3985 is complete. With Iowa Interstate’s two Chinese-built QJ 2-10-2s now out of service, No. 5511 will be the only the only operating 2-10-2 in the United States when completed.

Union Pacific determined the equipment was surplus, but sought a way to preserve it as part of the railroad’s history. UP emphasized in a press release that is not ending heritage steam operations and will continue to operate Big Boy No. 4014 and 4-8-4 No. 844. With RRHMA’s long experience as owners and operators of Milwaukee Road steam locomotive No. 261 and a fleet of historic passenger cars, transferring them to the non-profit is a win-win for UP and RRHMA.

“UP was seeking the best way possible to preserve this equipment so it could still be enjoyed by the public, and find a way to return No. 3985 to operation. Working with RRHMA allows us to restore and preserve these locomotives, have them available for the public, and recognize the long history of Union Pacific,” Steve Sandberg, RRHMA president and chief operating officer, told Trains News Wire.

Scott Moore, UP senior vice president, corporate relations, and chief adminstrative officer, emphasized that the railroad will continue its own heritage operations.

“Union Pacific is proud to be the only Class I railroad with steam locomotives on its roster, part of the finest heritage fleet in the world,” Moore said in an email to the UP Steam Club. “We are pleased with RRHMA’s plans to restore the donated equipment for the public to enjoy. Union Pacific remains dedicated to the maintenance and operation of our remaining heritage fleet, including hosting future tours and sharing UP 4014 and UP 844 with the rail community.”

Financial commitments in place for steam projects

RRHMA has already lined up significant financial commitments for the rebuilding of the two steam locomotives, with a founding grant from John J. Gray, who established his “UP in Smoke Foundation” to fund historic preservation of UP steam locomotives. It will be setting up a two-for-one matching donation program, with every dollar pledged matched with two dollars by other donors.

Challenger No. 3985 was constructed by American Locomotive Co. in 1943. It made its last revenue run for UP in 1957, then was held in the Cheyenne, Wyo. roundhouse. In 1975 it was moved for display next to UP’s Cheyenne passenger depot. With the approval of the railroad, in 1979 a group of UP employees organized to restore it and it was moved back to the Cheyenne roundhouse. It was returned to service in 1981. In addition to 4-8-4 No. 844, No. 3985 was part of UP’s steam program until 2010. After the railroad returned Big Boy No. 4014 to service in 2019, No. 3985 was again retired in 2020. One other UP Challenger was preserved, No. 3977 in North Platte, Neb.

Front of steam locomotive in roundhouse
UP 2-10-2, in storage in 1972. The locomotive has not operated since the 1950s. (Steve Glischinski)

UP No. 5511 was built by Baldwin in 1923 and leased to UP subsidiary Los Angeles & Salt Lake until the early 1940s. It is the last remaining UP 2-10-2 of a fleet of over 150 locomotives. In 1958 it was used in the UP film “Last of the Giants,” but was not steamed — tires were burned in the firebox, and was it pushed by a diesel at the back of the train. After the film work it was stored in the Green River, Wyo., roundhouse and formally retired in 1962; it was moved to Cheyenne in the 1970s. It will need new piston rods as they were cut when the engine was moved from Green River to Cheyenne. The locomotive uses Young Valve Gear, employed on UP’s 2-10-2s and 4-8-2s (no UP 4-8-2s survive). Young Valve Gear eliminated the need for an eccentric crank. It took advantage of the quartering of the drivers by using piston rod motion on one side of the locomotive to control the steam valves on the other side of the locomotive.

“The RRHMA is a wonderful home for this historic equipment,” said Ed Dickens, steam locomotive engineer and UP Steam Program manager. “Railfans will look forward to seeing UP 3985 and UP 5511 return to the rails, as well as enjoy the opportunity to experience the various cars being donated.”

Donation include only operable Centennial unit

Large yellow diesel locomotive with passenger train
UP 6936 powers an engineering special at Humbird, Wis, on April 17, 2008. The DDA40X is part of the donation agreement between UP and RRHMA. (Steve Glischinski)

“Centennial” DDA40X No. 6936 was constructed by EMD in 1971, one of 47 examples of this UP-only model. The first was delivered in 1969 in time to mark the 100th Anniversary of the completion of the first transcontinental railroad. At 6,600 horsepower it is one of the most powerful diesels ever built on a single frame, using two 16-645E3A prime movers. When the last of the Centennials was retired in 1986, UP retained No. 6936 for special movements. Thirteen Centennials survive but 6936 is the only operating example of the type.

Also being donated is former UP E9B No. 966B, built by EMD in 1955. It was sold to Amtrak in September 1972 as number 466, and retired in May 1974. The following year it was rebuilt by Illinois Central Gulf’s Paducah, Ky. shops into an unpowered steam generator car. In May 1983 it was sold to Heart of Dixie Chapter, NRHS. UP reacquired it in February 1995 with plans to restore it to powered operation, but those plans were never implemented, and it has been stored at Cheyenne ever since.

Sandberg said RRHMA will initially be talking to regional and short line railroads to explore opportunities to operate the steam locomotives after restoration. RRHMA plans to repaint and redecorate the business cars into their WP and SP liveries and offer them for charter on Amtrak and private trips. Most of the remaining cars will be repainted in RRHMA’s Milwaukee Road orange and maroon colors. Open houses at Silvis to see the equipment will be scheduled in the future.

RRHMA is seeking donations for the restoration of the locomotives and cars at, and Support RRHMA | Railroading Heritage of Midwest America.

— Updated at 1:30 p.m. CDT with Union Pacific comments.

20 thoughts on “Railroading Heritage of Midwest America, Union Pacific agree to donation of Challenger, other locomotives, cars

  1. I was hoping CNW 401, an F7 stored in Cheyenne, would also be given to the RRHMA, but I’m happy with what they got. Maybe one day the 401, along with whatever equipment no longer needed in the roundhouse, will go to responsible owners. However, if someone wants 838, I’ll be very concerned due to it being stripped of literally all parts at this point.

  2. I am ambivalent about this. It is admission that they never had any intention of steaming these two locos again, nor running the Centennial, nor of ever operating a public accessible trip again. I also am leery of this huge project being given to an underesourced museum. I have bad memories of what occurred in Noblesville, Indiana several years ago. Also, I wonder if the museum has the freedom to transfer artifacts to other groups, should the situation dictate. More questions than answers…..

  3. Good news. But I would like to have seen both locomotives restored by UP in Cheyenne. I know this is a business decision as the UP has a railroad to run. Still in my opinion, it would have been nice to see these operate out of Cheyenne.

  4. This is big. Kinda sad that UP doesn’t want 3985 anymore, but at least they are giving it to an organization who excels greatly in restoring historic equipment like this. Knowing UP’s steam rules, I kinda do hope it changes when 3985 finally returns to operation.

    In terms for the diesels, I do hope 6936 stays in operation, and that the E9B will be restored beautifully, either cosmetic or full; I’m betting on a simple cosmetic restoration for the E9B. But it’s also a missed opportunity for CNW 401.

  5. I wonder what route the donated equipment will take. Silvis is the former Rock Island shop, most recently used by National Railway Equipment until last year, and the Iowa Interstate serves it directly. Selfishly, I want them to use the IAIS east of Omaha so I can watch the locos & rolling stock go by from my hometown of Des Moines.

  6. I’m very happy with the news that the 3985 will be back in operation again and as long that Union Pacific will continue to operate 4014 and 844, I’ll be watching them in the future. I thought the 3985 was not going to be running again due to poor mechanical condition but with the help from the museum, I wish them the greatest luck.

    U.P. 5511 was briefly shown in the Last of the Giants film and haven’t been operating since the end of the steam era.

    Centennial diesel 6936 is the only one of the 47 locomotives that were built in 1969 & 1971.

    I wish the Cotton Belt 819 would be back in operation but the railroad does not allow foreign steam locomotives on their roster. Only time will tell.

    Nevertheless, I wish the Railroading Heritage of Midwest America and Union Pacific the best.

  7. The tender issue is interesting. One wonders if UP ever finished rebuilding the actual 4014 tender and just never said anything. I’d kind of like the tenders to stay with their locos, though I’ve no idea if there is any practical (post rebuild for oil) conversions.

    Does anyone remember if 3985 was ever successfully converted to oil? If not, I’m guessing that UP will provide the info it learned from converting 4014. Same thing, if needed, with what it learns about PTC in a steamer.

    I have mixed feelings. I’d have preferred to see 3985 rebuilt by UP, but I get that 2 steamers including a BB are a lot to handle. And 3985 and the Centennial along with the other steamer will eventually be restored and operated, and that’s a very good thing. 3985 may be able to go places 4014 can’t. 261 has visited places like Steamtown (I recall looking down into the smoke and steam from the Steamtown footbridge from 261). Maybe 3985 could go there someday. I do get that 4012 there will likely never operate again.

    I wish the museum lots of luck. These are great locos worthy of restoration. And that they will be done to UP standards – set high by Ed and others, is good.

    1. 3985 has indeed been converted to oil. The 4014 just took 3985’s tender after it was restored. I assume at this point 4014’s tender will go to 3985.

    2. Thanks for the oil info.

      If I recall correctly, 3985, beyond needing FRA mandated work, is fairly heavily worn out – but complete and intact. I read that it shares a lot of parts with BB’s and that UP had, when ordering parts for 4014, gotten like parts for the Challenger. IOTW, still a lot of work, but perhaps not as hard as taking a BB that had been sitting unused for several decades. Though the tender will need to get to get converted for oil.

  8. I’m kind of sad Union Pacific is getting rid of this equipment, but I know it’s better for the preservation and the public will actually be able to see and experience it. Glad to hear both steam locomotive will be operational and hope to see 6936 run as well

  9. If any of this ever operates on Iowa Interstate we will see a glimpse of the merger that never happened (UP-RI).

  10. I am most concerned with the operational future of the 6936. As the last running example of the largest and most powerful diesel locomotive ever built, I strongly feel she needs to be maintained in operational condition. I actually don’t know the last time the engine was on a train. Good news for the 3985, though!

  11. I believe I am correct that 4014 swapped tenders with 3985, so I presume the original 4014 tender will go with 3985.

  12. While there will be many interesting comments here, perhaps the most important fact is UP’s vote of confidence in Steve Sandberg and his organization. Also, a chicken and egg question…what came first…the donation or the Silvis acquisition?

  13. The UP in the past has had a very strict rule that no non-UP engines will be operated on its lines (the Cotton Belt 4-8-4 has been landlocked since the SP merger as one example). Will this apply to these donations too? And who is going to want to run a 2-10-2?

  14. Awesome news Glad to see that the Challenger will run again although under different ownership and rebuilt to UP specifications. Didn’t think that the 5511 would run again cause of the cut pistons and from what I heard maybe some other parts missing but glad that it will be restored too. Be nice if the 6936 plans to run again too but that will likely be a wait and see.

  15. The four coaches at least historically were the only pure non-dome chair cars retained by the UP. The diner-lounge car is also an interesting donation. There was a full single level diner on the UP’s wonderful Denver-Portland trip powered by the 3985 in the 1990s, but no true diner-lounge. I wonder if this was some sort of conversion? The B unit )and its A unit partners) were also on that trip and were solo power for the side trip to Spokane and the Canadian border on the Spokane International which was offered while the 3985 was serviced enroute at Hinkle.

    The loss of the pure coaches further reduces any practical capacity for paying excursion riders on UP trips–although they still have at least two dome coaches. Obviously passengers can ride in lounge cars and sleepers, but 48 seat coaches offered real ridership possibilities.

    The Milwaukee Road 4-8-4 #261 train-set will gain four very nice chair cars and equipment that ran on Milwaukee Road rails Omaha-Chicago many times.

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