These 21 PS Smooth Side 56 Seat Coaches had an 8 seat Smoking Lounge and were delivered to Chicago & North Western in late '39 and late '41.  8 of the cars had 36 of the coach seats replaced with 20 lounge seats in '47.  The cars were numbered in the 3400 series.  One car was sold to Burlington in '63, one was retained for work train service, and the rest were scrapped by '71.