To replace the last steam locomotives in pickup work on non-electrified industrial sidings in Witwatersrand, Spoornet ordered a dual-power locomotive in the early nineties. It had to be diesel-powered in sections without overhead lines and switch to electric mode on electrified mainlines. Design was carried out by a consortium led by Siemens, while assembly was carried out by Union Carriage & Wagon in South Africa.

50 locomotives were built in 1992 and 1993 which received the numbers 38-001 to 38-050. They have four axles and a long hood that houses a 1,050 hp Caterpillar V8 diesel engine and the necessary equipment needed for use under 3,000 V DC. In electric mode they use a pantograph that is mounted on the roof of the cab and produce 2,000 hp. Although they are approved for a top speed of 100 km/h, they frequently hauled mainline container trains with speeds of up to 120 km/h. A purely electric locomotive that was derived from the 38-000 is the E38 built for Amcoal Mines.