Steve, I always take your advice about MB because you are the man. But I must respectfully disagree with you about the 540. How can you say the V8 is equal to the V12? The 850 has 50-50 weight distribution, weighs 4450lbs. and is one of the safest cars on the road. It weighs 400lbs more than my 500sel. The engineering on that car from the bullet proof driveline to the state of the art 5 link suspension system not to mention the great looks of that car. To me the 540 is just another car. Not a bad one but nothing special. I have many friends who own these cars and have zero problems with them. Everyone tells me you get about 250,000 from engine and 6 speed. Then you pull them out and put in new. That suits me just fine. Again, I apologize for daring to even question your expertise but I have to tell the truth. I have driven several versions of that car with the V8 and auto trans. and they suck. Seems to me that is what a 540 would be like unless you bought the 5 speed. The 6 speed is a Getrag. The interior is gorgeous, equal to the 98 750il. With 17" M wheels, the car corners fine and rides well. These BMW in AZ don't run hot, which is important to me. As an aside, why would you put a big V8 in that little 5 series car and destroy the balance? Reminds me of my old Eldorado.. Woody