I can compare it to a 535i since thats what I have, but the 33's I've driven don't seem that much different from my 35. At any rate, the newer body is quieter, and more bells and whistles, the computer and cruise control etc. And the larger engine is faster, but I feel the 528i has better torque and better response, it seems like a more immediate reaction when you push on the gas pedal, and I swear I shifted less in it than with the 3.5 on hills. I don't have any numbers, but the body on the 528i seemed stiffer, tighter than the later car. And supposedly the suspention was improved on the E28, but the E12 was no slouch and wasn't prone to all the shimmie problems, and didn't need control arm bushings replaced at 75 or 100k like the E28's. My 528i was getting old when it was rear ended and insurance totaled at 327k, but I drove home from Vegas 700 miles and the pickup that hit me was towed away. The car was rear ended again a couple of years later and totaled again, but is still on the road with the second owner after me and 360k on it now. I swear that car will last forever if someone is willing to put up with the body damage. Anyway, I feel it is more rugged and more reliable and really a better car but aging somewhat these days. Mike