Built in the 1940s, this X38K-Class boxcars with Bettendorf trucks was rebuilt in 1964 from an X38 boxcar and received new plug doors, and Evans Side Fillers. Pennsylvania was a large Class 1 railroad formed in 1846 and grew to be a predominant shipper on the east coast until 1968 when it merged with rival New York Central to form Penn Central.

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