If you really want a W140 but don't want to spend too much on the "toys" then an S320 (or earlier model 300SE) would be a good candidate. But at the same time it defeats the purpose of having a W140. That's like ordering a nice 10oz steak but stopping short only because the mashed potatoes ran out - you can't really enjoy it by itself, the W140 has to have those extras.
The options, extras (and eventual problems) go up the list with the S420, S500 and S600.
Perhaps the most applicable quote for W140 owners, is "You have to pay if you want to play"
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