The Class 111 DMUs were based on Class 101/2s, but with different engines. The only external body difference was on the final batch of cars where a four-character headcode box was fitted above the front cab windows, with the destination indicator on top of a reduced height centre window.

The first cars built, part of an order for 339 Metro-Camm cars, were 4 power/trailer sets for the LMR Manchester area built in early 1957. One of these was equipped with supercharged Rolls-Royce C6SFLH 230 hp 6-cylinder engines. This was followed by ten 3-car sets comprising DMBS/TSL/DMCL for the NER at Bradford, then a further twenty 3-car sets. The type lasted in service until 1989 when the class was withdrawn.

One car survives, buffet 59575 currently operational at the Great Central Railway. It operates as the centre car between two Class 101 power cars.