IV. Tough Crowd
When the W140 entered the global luxury arena in 1991, it faced a lineup of increasingly competent rivals. Some were old adversaries—BMW, Jaguar, Rolls-Royce, Bentley. Others, like Lexus and Audi, were newcomers but already making themselves impossible to ignore. Each brought its own answer to the luxury question: refinement, performance, value, innovation, or aesthetic clarity. Mercedes responded not just with the scale of the W140, but with the weight of its engineering.
BMW’s E32 7-Series, and especially the 750iL, had already changed what the German luxury flagship could be. The V12’s arrival forced Mercedes to delay, rethink, and reengineer, setting a new standard for rivalry in this segment. From that point forward, any Mercedes flagship road test automatically became a comparison with BMW, a dynamic that remains true today. When BMW launched the E38 in 1994, it built on the E32’s legacy and incorporated much that the W140 had introduced.
The E38 brought more heft, thicker doors, and even more substantial windshield wipers. These details were direct responses to the W140. It was a small but telling sign that BMW was no longer content to feel merely athletic. The E38 adopted many other Mercedes flagship innovations, including double-pane glass, Park Distance Control, and adaptive damping. But even as BMW closed the technical gap, it managed to keep the dynamic edge. Where the W140’s cabin felt more like a sensory deprivation chamber, the E38 always reminded you that you were driving a sports sedan, a BMW. As the rivalry matured, Mercedes debuted sport packages for the S-Class to keep pace. The philosophical divide remained. The 7-Series was for drivers. The S-Class was for diplomats.
Lexus, on the other hand, posed an existential threat. The LS400, launched in 1989 at $35,000, startled Stuttgart with its silence, value, and silhouette. The fact that the LS400 arrived two years before the W140, yet somehow looked like a Mercedes designed by committee, likely had Mercedes checking its payroll records. Its 1UZ-FE V8 was all-aluminum and quad-cam, with a forged crank and near-perfect isolation. Lexus specified panel gaps to hundredths of a millimeter, finished welds with lasers, and obsessed over noise suppression. The LS400 delivered eighty to ninety percent of the S-Class experience at a fraction of the price. In the United States, it undercut the W140 V8 sedans by at least half—$35,000 for the Lexus, $69,900 for the 300SE, $77,300 for the 400SE, $93,400 for the 500SEL, and $130,900 for the 600SEL. A buyer could nearly purchase four LS400s for the price of a single 600SEL. Mercedes could not compete on cost, so it doubled down on substance. The M120 V12, CAN bus architecture, voice control, integrated armor, and doors that closed like a bank vault were all answers. Even so, the LS400’s impact was profound. It forced Mercedes to rethink customer service, reliability, and product planning. Inside Stuttgart, the era of pure engineering supremacy gave way to one shaped by market data and customer expectations. That shift would define the W220 and every S-Class that followed.
Jaguar offered a different vision. The XJ40, launched in 1986, traded curves for sharp edges. By the time the X300 arrived in 1994, Jaguar had returned to classic lines and British craftsmanship: wood veneers, hand-stitched leather, a low, lithe stance. The XJ6 and XJ12 were lighter and more compact than the W140, less robust, less electronic, but prized by those who valued elegance above engineering. Sacco had once imagined the W140 as a Germanic Jaguar. By launch, it was closer in spirit to the overbuilt and massive Bentley Turbo R. For some, Jaguar’s owner-driver appeal was reason enough to avoid Mercedes’ mass and gadgetry.
Audi came late, but with serious intent. The Audi V8 was little more than a stretched 200 with Quattro, but it pointed to something larger. The D2 A8, launched in 1994 in Europe and 1997 in the United States, delivered a true breakthrough. It brought an all-aluminum space frame, Quattro all-wheel drive, and a philosophy that stood in direct opposition to the W140. The A8 was light where the S-Class was heavy, minimalist where the Mercedes was maximalist. It never overtook Mercedes in prestige or sales, but it previewed the kind of innovation Mercedes would chase in the W220 and W221. The A8 and S8 are still in production as of this writing, not that anyone has noticed.
In road tests, the W140 usually finished first for comfort, safety, and ride quality. It was never the cheapest, rarely the lightest, and seldom the sportiest, but it embodied a confidence rooted in engineering. Reviewers from Car and Driver to Auto Motor und Sport acknowledged that while rivals might claim individual strengths, none matched the totality of the S-Class experience. Car and Driver’s comparison test featured the S500, not the S600, against the BMW 750iL at $91,200 and Jaguar XJ12 at $72,450.
The reasoning was obvious. The S600 occupied another financial universe. In 1992, the S600 base price was $130,900, rising to $146,100 by 1994. With options, it could crest $160,000, astonishingly surpassing the $156,500 Bentley Brooklands and within reach of a $179,900 Rolls-Royce Silver Spur. Some reviewers questioned whether the S600 felt different enough to justify the gap. It had the engineering, but perhaps not the gravitas. In that sense, the S600 was less a counterpunch to the 750iL than an opening statement to Crewe, a preview of the later, ill-fated Maybach.
By the late 1990s, the battlefield had shifted. The next-generation Lexus LS was more refined and gaining share. BMW’s E38 was admired, even if not widely bought. Audi’s aluminum gamble proved technical prowess, but lacked gravitas. Jaguar’s reliability was finally improving, though its status was still that of an also-ran. The W140, for all its substance, began to feel like a car from another era. When production ended in September 1998, Mercedes had built 406,710 W140 sedans and 26,022 coupés. Though it sold in smaller numbers than the W126, thanks to economic headwinds and more competition, it remained the top seller in its segment globally through most of its run. The W140 set the template for future S-Classes: two wheelbases, a distinct coupé line, and a relentless drive to innovate.
And it was.
It was the last Mercedes-Benz built to outdo everyone in every dimension, cost be damned. The competitors were sharper, lighter, cheaper, and more efficient, but none were as dense, as dignified, or as unwavering in purpose. The W140 did not just benchmark its peers. It measured itself against an idea: a flagship should be built for perpetuity, not for planned obsolescence.