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The L 3-38 Light Tank was the last entry in the series of Italian light tanks that had started with the CV.29 and that played a part in Italian military successes of the 1930s. The L 3-38 model was designed to allow the Italian Army to upgrade their existing stock of L 3-33s and L 3-35s (CV.33s and CV.35s originally) without having to construct entirely new vehicles. It was given torsion spring suspension, new tracks, an episcope for the driver and on the prototype a 13.2mm Breda Model 31 heavy machine gun.
Although work on the L 3-38 began before the outbreak of the Second World War it wasn't a high priority and work on converting 200 older tanks didn’t begin until the middle of 1942. The production versions used the 8mm Breda Model 28 machine gun used in the L 3-35, but kept the improved suspension and episcope. By the time the L 3-38 was ready for service the L 3 family had been withdrawn from the front line, but it was still used for internal security and against partisans.