The United States Army Air Forces awarded the Beech Aircraft Corporation a contract in December 1942 for two prototypes for their Model 28 "Destroyer".

[1] Initially the Model 28 had been a bomber-destroyer design but shifted[citation needed] to give a powerful ground attack aircraft to replace the Douglas A-20 Havoc, with the ability to hit "hardened" targets like tanks and bunkers and to attack coastal shipping.

Defensive armament consisted of remotely controlled ventral and dorsal turrets, each armed with twin .50 cal (12.7 mm) machine guns.

On 7 May 1944, Beech test pilot Vern Carstens flew the XA-38 on its maiden flight from the company's Wichita airfield.

Data from Plane Facts: The big gun Beech[4]General characteristics Performance Armament