In 1969 the Burlington sold 960 XM-32's to United States Leasing International, who contracted with Havelock (CB&Q's shops in Havelock, Nebraska) to rebuild the cars with eight foot doors, door gussets, and strengthened side sills. When the cars entered service as CB&Q #'s 39675-40634, all were painted in the pre-merger Cascade Green paint scheme.

The plan was to add the word NORTHERN below the BURLINGTON, but by the time the merger was consummated, the font had changed to a thinner style, so these cars never received the full merger name.