Lately there has been quite a bit of talk about the LifeLike/Walthers Proto GP38-2's, specifically how they are not decoder ready. I was a bit upset at this also, but after taking one apart and checking it out, it's not really that hard of an install to do. I'll take you through an install step by step. Due to the design of the motor contacts, a Plug N Play won't work in the traditional sense, where you pop the shell, remove the stock light board, and replace it with an aftermarket decoder. For this install, we will be using a decoder that will need to be hard wired in. We will also use the stock light board, with some trace cutting involved. I highly suggest that this NOT be your first time trying to hardwire a decoder in, since this install is a bit more involved than a late style Atlas loco. Shell removal: When you first try to take the shell off, you'd think that they glued it on! But using a small flathead screwdriver, it'll come right off. Take and insert the screwdriver behind the rear trucks between the frame and shell and gently pry up on the shell, working it back and fourth. You might also have to jump from side to side. Eventually the shell will start to come up. After a certain point, the shell will slide off. Note: you can take and file down the 4 small nubs on the frame to make the shell easier to get on and off for future maintenance. For this install, I'll be using a Digitrax DZ123. It is an older decoder, but it is what I had available. Most of the new decoders out now are smaller than this, but there is plenty of room in the rear under the light board, so this one will fit just fine. After taking the frame apart, but before you take the motor out, make sure you mark on the motor which side is up. I did this using an Xacto blade. Here is the loco disassembled.