My '87 300TD is in the shop getting a new (rebuilt) tranny as we speak. I asked the mechanic the logisitics of converting the car to a manual. He said that it's very very difficult. Many parts need to be changed beyond what you can think of. The entire vacuum system and computer in our car (w/ auto) is designed for a car w/ automatic. The entire driveline is different. Also, as I am sure you are aware, the majority of the manual tranmissions are not in the US. The majority of W124 cars with manuals have much smaller engines (like the 200E, 220E w/ 4-cylinders). The 6-cylinder cars are much less common outside the US where taxes are very high on 3-liter motors. Anyhow, not to burst your bubble. I am sure that it's possible but my mechanic said it would not be worth-while. It would be pretty freakin cool though! BTW most of the reason that older autos don't shift smoothly is because vacuum lines get disconnected or have leaks/blockage, etc. These can often be fixed within a few minutes of hooking up a guage to test a few lines. I know this because my mechanic fixed the auto tranny in my 240d in about 20 minutes. It was shifting so hard to 2nd that it sometimes made the tires churp. Once he found and fixed the line that was leaking and made a few quick adjustments, it now shifts nice and smooth. Jon