David- The 3.5 motor is a torque monster and a joy to drive--but it also plays hell on the body/monocoque. The most common problem with this car is the rear diff mount area of the body, in back above the differential. It will fatigue and will tear out, causing a thunk in the driveline. Very difficult to fix correctly once it has started due to the nature of the body structure here. BMW even offered a weld-in fix for this problem--a pair of metal brackets that reinforced this area when placed. Might talk to Carl Nelson about those parts. CNPR 800-466-8184 Put the car up on a lift and examine this area closely. As I said it is very difficult to fix correctly if the condition is advanced. Have not seen one of these cars without this problem. Peter