Converted from CH-47D 83-24121 c/n M3051 (which in turn was rebuilt from CH-47C 67-18541 c/n B-511) as the prototype and Engineering and Manufacturing Development aircraft for the CH-47F program. It serves as RAF Odiham's gate guard, reported as having been rebuilt from salvaged parts from 03-08003 and 86-01677 as a joint venture between Boeing and the RAF.