Went out and test drove that 99 S500 the other day, I really like it. It drives so smooth and it feels total differently from my 94 E420 (107K) and 90 560sec (55K). The interior is near perfect except the steering wheel is fading and some skin are coming off. That is to my surprise for a car with 72k miles. The paint is so shinny to make me think it has a repaint job. But I believe at least it has a respray clear coat becasue I saw a couple of finger prints look like are burried under and can't be wiped off. The carfax shows clean history thanks to Greg. But the thing I like the most is the way it drives. I am going to sell my 560 if I did get this one. Just wondering how expensive it is to maintain an used W140 since there are a lot of fancy stuffs which my older MBZs don't have and once they broke, you know they are going to cost big money to fix. Luckily on my 560sec I only need to do the oil changes and one time freon refill during almost 4 years of ownership and 12000 miles. Still can't make up my mind yet.