Thanks to everyone (except taker22) for the replies.

I drove the Mercedes today and was very pleased. I really wanted to trade my car for it and was ready to do so (finally take the "dive" as pest22 says)but it was too big for the Mercedes owner. He may even be somewhere on these boards. I told him that if I sold it, I would be in touch, as I still may be interested in it, but not at the $6000 price. Negotiable price though. KBB is showing the car at $3500. which seems more realistic for this car. Mine is showing a value of $5580, so.... Anyway, the transmission shifted very well in the Benz. Not to harsh, not too soft. Nothing like the shifts of the 300SD's I have driven in the past.

MONEYPIT SEL - thanks for that tip. I had forgot about them starting out in 2nd. That explains why I only felt it shift twice. Folks here with these cars have mentioned how fast the engines turn at high speeds. True - I got it up to 50 and it was turning about 2500. My Suburban only turns 2000 rpm @ 70 mph. That would take some getting used to.

Someone else with a 85' 500SEL is also interested in it, so we will see how that goes.

Thanks again.