Home » When It Was New, This V12 Mercedes Didn’t Make Sense. Now, It Makes All The Sense In The World

When It Was New, This V12 Mercedes Didn’t Make Sense. Now, It Makes All The Sense In The World

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Many consider the third-generation S-Class, the W140, to be the last “proper” Mercedes-Benz. Whether you believe that or not, it represented a pivotal moment for the brand. It arrived just a couple of years after Lexus shook up the luxury sector with its segment-redefining LS400, which delivered S-Class levels of comfort for E-Class pricing.

The W140’s stately looks cloak its fascinating history—a tale worth telling, even if the car itself remains just another old, used German luxury machine to the general public. I’m particularly inspired by this S600—the version with the V12—currently up for bidding on Hagerty as part of the 1,300-car Generous Collection. I’d like us to take a walk through time and, hey, if you’d like to buy it (it’s currently only bid to a dangerously low price) and let me drive it, that’s fine, too.

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Like all good car stories, the W140’s history begins with a bit of controversy. Development began in the mid-1980s, with French designer Olivier Boulay and Italian designer Bruno Sacco tipped to pen the car’s looks. The third-gen S-Class was, originally, inspired by the painfully pretty second-generation Jaguar XJ.

By 1987, the development team had a low-slung design buck ready to present to the lead engineer. But that presentation went poorly. From Hagerty:

Chief engineer Wolfgang Peter and car line manager Rudolf Hornig had descended on the styling laboratory to try out the seat layout ergonomics in a mock-up of the new cockpit. Both men were of particularly Germanic dimensions, both at least 6 feet 3 inches tall. Both ended up banging their heads on the roof upon getting in.

Screenshot 2025 10 17 At 4.28.12 pm
Source: Mercedes

This two seconds of mild discomfort for two generously proportioned gentlemen would have deep, long-lasting repercussions for the entire company. The buck was fitted with a removable roof, so when the dull thud was heard a panicked team began to lift it off. As they lifted it off, the two voices said in unison, “That’s great now!”

A further two centimetres would be added in height, despite howls of protest from the design team, who believed the car looked a bit like a top hat. Mercedes-Benz boss Werner Niefer sided with the engineers, and soon Sacco’s sporty vision would be forgotten.

No one liked that top hat look, which also reportedly ruined the car’s handling characteristics. So more width was added to compensate, thus adding more weight. Engineers then allegedly spent 18 months trying to develop a “perimeter frame” for the car to compensate for the added poundage, described by Hagerty as a setup that would have the body be “mounted by a separate suspension system to the chassis.” But engineers couldn’t get it done, so they used a more traditional unibody with front and rear subframes.

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The BMW 750iL’s 5.0-liter V12, the M70. Source: BMW

The W140 was on track for a launch between 1989 and 1990—around the same time Lexus would launch the LS—but then the BMW 7 Series happened. In 1987, Mercedes’ biggest competitor revealed it would be putting a V12 in its E32-generation 7 Series sedan, earning its status as the first post-war German car to receive a 12-cylinder powertrain. By this time, the V12-powered XJ had been on sale for nearly two decades. Mercedes wasn’t about to get one-upped again. From Autoevolution:

These competitors forced Mercedes to delay the W140 by roughly 18 months to redesign the engine compartment and to develop a V12 engine to properly compete with the XJ40 and E32.

The delay and cost overruns resulted in the departure of Mercedes-Benz chief engineer Wolfgang Peter, which is understandable because the shift from an engineering-centric touch to market-centric hogwash is unfavorable in this context. Mercedes-Benz was also exploring a W18 and a V16, further explaining Peter’s frustration with the W140 project. Only the V16 soldiered on past the blueprint stage, and only a handful of prototypes were fitted with that gargantuan engine that never went into series production.

Already in too deep (to the tune of over $1 billion) to cut costs to better match the Lexus, Mercedes launched the W140 at the Geneva Motor Show in 1991. Depending on trim, it was up to 40% more expensive than the car it replaced—but it had every reason to be, with stuff like dual-zone climate control, soft-close doors, double-pane windows, and a power-assistance trunk shutting mechanism.

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Source: Mercedes-Benz

The overly opulent, thirsty S-Class came at a time when the public wasn’t exactly keen for such a vehicle, with environmentalists making strides in the political space. Oh, and there was also a pretty sizable economic recession happening at the time. From Hagerty:

At the time, the German Green Party had made big gains in parliament, and eco-friendliness was a big part of the political agenda. While Volkswagen was displaying how much of its new Golf could be recycled, Greenpeace welcomed the S-Class with a mammoth pile of fuel barrels to demonstrate how much it would imbibe over its life cycle.

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Source: Mercedes-Benz

Even if you weren’t feeling particularly green, the overtly conspicuous consumption associated with a new S-Class wasn’t particularly favourable; a worldwide recession had hammered luxury car sales. At the time, Ferrari Testarossas were available for a 10–15 per cent discount as unsold cars clogged up around Maranello. The introduction of the two-door version of the Mercedes, the SEC/CL, a year later did little to improve matters, largely down to its similarly awkward looks.

Whether you consider the W140 S-Class a success or not will depend on who you ask. Mercedes sold 432,732 units worldwide over the course of the car’s lifecycle, according to Autoevolution. It introduced a ton of new tech to the passenger car world, like speed-sensitive steering, electronic stability control, heated wiper fluid, and rain-sensing wipers. And it was among the very last Mercedes-Benz models to be built without much regard for cost. If not successful, it’s certainly worth remembering.

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Source: Hagerty

I’m fond of the W140 because of that V12, the M120. Despite its short 18-month development cycle, this engine has managed to become of of the most legendary blocks to come out of Germany, powering not only the S-Class, but a handful of funky concept cars, including the Isdera Commendatore 112i and the Lotec Sirius. Derivatives of this engine also ended up in cars like the CLK GTR and the Pagani Zonda.

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This one, being sold by Hagerty, is an S600, which means it has the M120 under the hood. It piqued my interest not only because of the engine, but because these cars are now incredibly cheap for what they are. While these W140s didn’t really make sense to buy new, they represent a fantastic value for enthusiasts who can appreciate them now. And if you’re the type who loves the sound of a V12, they make an ungodly howl when equipped with the right aftermarket exhaust:

If that doesn’t make the neurons in your brain fire, I’m not sure we can be friends.

Let’s say, for some reason, the S600 isn’t your speed. The Generous Collection has literally hundreds of other cars to choose from. If you’d rather have a smaller, more parkable Mercedes, there’s a 190—another one of the company’s legendarily stately sedans—also up for grabs, which should go for much cheaper. Sticking with the German theme, I’m also keeping an eye on this ’64 Porsche 356SC coupe, one of the prettiest cars of the whole lot.

Of course, if you’re not the type to own a German car, the Generous Collection is stacked with classic muscle, as Mercedes pointed out. My personal favorite (right now, anyway) is this 289-powered ’67 Ford Mustang coupe. If I had the cash, I’d pick this car up, manual-swap it, and call it a day. There really is something for absolutely everyone in this auction.

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[Ed Note: Hagerty Marketplace reached out to see if we’d be interested in partnering on a couple of posts to support this collection. Of course, we said that we’d love to. Look at these great cars! FYI: If you click on the links above to view this collection and, especially, if you register to bid, they’ll know you came via The Autopian. – MH]

Top graphic credit: Hagerty

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Dogisbadob
Dogisbadob
1 hour ago

LOL these cars are awful in terms of reliability.

Too bad Lexus never used the Century’s V12 on any LS.

Urban Runabout
Member
Urban Runabout
1 hour ago

When the W140 was introduced, D-B PR and the motoring press told us that the new S-Class was intended to compete with the Rolls-Royce Silver Spirit/Spur for interior luxury, stateliness and interior accommodations.

In that regard, it did not disappoint.

But when loyal W126 owners came in to swap out their old S-Classes for new in the mid-90’s – and saw now large the W140 was as well as how spacious the new W210 E-Class had become – with interior space which was greater than their old SWB W126, power that was also on par with or better than what they were accustomed to, plus most of the modern amenities they wanted – many of those former S-Class owners became E-Class owners.

Last edited 1 hour ago by Urban Runabout
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