The Y class locomotives were built for shunting, and branchline freight with roadside shunting. The controls were set up for good visibility and instant response. They became the second most common class of diesel locomotive ordered by the Victorian Railways, in 3 batches. Y137 was constructed by Clyde Engineering, Granville NSW as part of the 2nd order of the class, and entered service in July 1965. The Victorian Railways found the cost of new bogies prohibitive, instead using bogies off scrapped wooden suburban electric trains with suitable modifications. For many years these locomotives were used on Werribee passenger services and some can still be seen today shunting carriages for Vline at Southern Cross and Geelong.