SD45 905 (location unknown) on November 16, 1968.
SD45 905
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Possibly Memphis, TN, judging from the bridge in the background?
A closer look does seem to point to Memphis. The small structure to the right in the far distance distinctly appears to be the Kentucky Street interlocking tower:
http://condrenrails.com/MRP/Memphis%20Towers%20&%20Junctions/Kentucky-Street.htm