thanks mike for your advice, but it has already been done. (about 5-6 times: bleeding). i even changed the resevoir and master cylinder.

i checked with a friend of mine at a mbz dealership, and he said that's a common problem with 300E's. (i believe he said that the abs system "locked up" or "trapped"). inorder to solve the problem, he said to drive it in reverse, and slam on the brakes real hard a few times. this is suppose to activate the abs and will bring back my hard pedal feel. we'll see. i think i am going to try this on a mechanic's lift. i think this is much safer.

let me know what you think.

later,
ai