I agree and disagree. I have a '98 740iL which I love but I do wish I had some of the newer features, xenons, nav, pdc, or sport. The MB s430 is a very nice looking car particularly the designo package interior with AMG wheels but you lose all of the performance advantages that the bimmer offers. In addition MB dealers are actually worse at price gouging for new models than BMW (I live on the north shore of Long Island and this is true for most of my area dealers). I also dont have the option of just upgrading my car as it is leased. When it goes back I will consider the new 7 (E65) first and foremost as long as the new design isnt as radical as some of the spy shots indicate. I drove the S430 and was disappointed. Also comparo tests between the 2 models our e38 and their new S have always come out in our favor. In fact the last test I read the MB finished 4th out of 5 with the audi A8 in third, the LS in second, and our 740iL in first. this was in car and driver i believe its called "the dowsters". To wrap up, if I was buying now I would get a 2001 740i sport and then get the second year of the new 7, first year bimmers do sometimes have problems, especially in a car with so many electronics. Good Luck. Dogra (98 740iL, also had a 87 e23 735i but the old tank is gone)