PC Dave - good choice - that's exactly what I got. Silver with grey interior, sport and premium packages. However, its an automatic with steptronic - my wife drives it mainly and probably the only time the steptronic will be used is when I drive. Well, I'm gald to see some respected members of the MB community think the E39 is a decent decision. BTW, I drive a Jeep Grand Cherokee - believe me, I have some mixed feelings when I see my daughter pull out of the driveway in the MB! Oh well, its good to have the two women in the house happy (for awhile anyway!).