IV. Tough Crowd
When the W140 entered the luxury arena, the field was no longer sleepy. BMW was sharper than ever. Jaguar still had romance. Rolls-Royce and Bentley owned old money. Lexus had arrived to humiliate complacency. Audi was preparing something radical. Mercedes answered all of them the only way it knew how: by building more car than anyone else.
BMW had already changed the terms of battle with the E32, especially the 750iL. From that point on, every S-Class was read against the 7 Series whether Mercedes liked it or not. The W140 was the counterstroke. Then the E38 arrived and showed that BMW had been watching closely. It added substance, refinement, and tech, but kept the 7 Series’ essential dynamic clarity. The divide remained simple. BMW built the flagship for the driver. Mercedes built it for the office of state.
By the mid-1990s, that distinction no longer guaranteed victory in every comparison test. Rivals had learned too much. Even so, the W140 still tended to own the categories that mattered most to Mercedes: ride, hush, structural seriousness, and the feeling that every subsystem had been overruled in favor of one more layer of refinement. Where the E38 felt alive, the W140 felt finished.
Lexus posed the deeper problem. The LS400 did not merely offer a credible alternative. It attacked the entire Stuttgart worldview. It looked close enough to be irritating, ran with eerie smoothness, and delivered a startling amount of S-Class atmosphere for far less money. Its 1UZ-FE V8 was an all-alloy quad-cam jewel. Its build quality was fanatical. Its customer treatment reset expectations in the United States. Mercedes could not answer by getting cheaper, so it answered by becoming more itself: V12 power, insulating glass, networked electronics, integrated protection, and the kind of door action that sounds like sovereign debt. That worked in the short term. In the long term, Lexus still forced the company to rethink how a flagship had to be developed, sold, and supported.
Jaguar took a different line. The XJ appealed to those who valued grace, wood, leather, and a lower, lighter-feeling machine over German mass and systems engineering. Sacco had once imagined the W140 as a sort of German Jaguar. By launch, Mercedes had produced something closer in spirit to a modernized Bentley Turbo R: imposing, expensive, and built with no great concern for delicacy.
Audi came later but arrived with a cleaner thesis. The V8 Quattro was a warning shot. The D2 A8 was the real argument. Aluminum structure, all-wheel drive, and a lighter, more clinical form of luxury put Audi almost directly opposite the W140 philosophically. It never displaced Mercedes in prestige, but it previewed the sort of weight-conscious, technology-forward thinking Stuttgart would chase in the years after the W140.
That last point matters. Mercedes’ actual volume sweet spot was the V8 car. The S600 occupied a stranger niche. It lived in pricing territory usually reserved for Bentley and Rolls-Royce, yet wore the same body as lesser W140s unless the owner made different cosmetic choices. In that sense, the S600 was not just an answer to BMW’s 750iL. It was Mercedes testing how far upward the S-Class idea could be stretched before it snapped.
By the late 1990s, the market had moved again. Lexus was maturing. BMW’s E38 had become the tasteful driver’s choice. Audi had proven it could build a real flagship. Jaguar remained alluring if imperfect. The W140, for all its force, began to read like the last expression of an older method. Production ended in 1998, after 406,532 sedans and 26,022 coupes. It had not dominated the era the way the W126 had, but it set the template that every later S-Class still follows: two wheelbases, a distinct coupe line, and the assumption that Mercedes must debut some portion of the future in its flagship.
More than anything, it was final.
It was the last Mercedes-Benz built to outdo everyone in every dimension, cost be damned. Rivals were lighter, sharper, cheaper, and often prettier. None matched the W140’s density, composure, or absolute confidence in its own purpose. It did not measure itself against a market segment so much as against an ideal of what a flagship ought to be.