---
title: '1968 Mercedes Benz 280S Sedan 5.4L M113 Swap: Regular Car Reviews'
source: 'https://youtube.com/watch?v=onGXuqy1uUY'
video_id: 'onGXuqy1uUY'
date: 2026-07-14
duration_sec: 1274
---

# 1968 Mercedes Benz 280S Sedan 5.4L M113 Swap: Regular Car Reviews

> Source: [1968 Mercedes Benz 280S Sedan 5.4L M113 Swap: Regular Car Reviews](https://youtube.com/watch?v=onGXuqy1uUY)

## Summary

This episode of Regular Car Reviews features a 1968 Mercedes-Benz 280S sedan with a 5.4L AMG V8 engine swap from an E55, producing 349 horsepower. The car retains its original rusty, dented exterior but has modern suspension, brakes, and transmission, creating a unique blend of old-world luxury and modern performance. The review explores the car's engineering, cultural significance, and the philosophical appeal of preserving and enhancing an aging vehicle.

### Key Points

- **Engine Swap Details** [00:53] — The 1968 Mercedes 280S has a 5.4L M113 AMG V8 from an E55, making 349 hp and 392 lb-ft torque, paired with a 5-speed G-tronic automatic transmission.
- **Modern Upgrades** [01:24] — The car uses the suspension, brakes, and rear end from an E55 AMG, providing ABS and traction control. The steering wheel and center console are from a 2001 E55.
- **Performance and Public Reaction** [05:42] — The car can accelerate to 100 mph in 13.4 seconds. Bystanders often ask when it will be painted, but the owner plans to keep it ugly and dented.
- **Mercedes Brand Philosophy** [08:07] — In the 1960s, Mercedes was obsessed with overengineering and status. The 280S features early safety innovations like crumple zones and a collapsible steering column.
- **Historical Context** [12:41] — The 280S was delayed in development, making it outdated upon release in the US due to new emission standards and changing automotive design trends.
- **Philosophical Reflection on Aging** [16:45] — The host contrasts the car's rejuvenation with human aging, using a story of an elderly couple at a coffee shop to highlight the fear of decline and the appeal of machines that can be rebuilt forever.

### Conclusion

The 1968 Mercedes 280S with an AMG V8 swap is a testament to the joy of preserving and enhancing classic cars, offering a blend of old-world elegance and modern performance that defies expectations and inspires awe.

## Transcript

[clears throat] Okay, you beast. It's merge time. the air this quick. I do have a feeling of everybody get the
out of my way in this. I have a gigantic hood ornament in front of me. I have two bul two headlight bulges going down. I hear that noise out the back. hear that noise out the back. I feel like I have an
an endless amount of torque. >> I have tasted engine swap perfection. >> I have tasted engine swap perfection. This is a dented, rusted, abandoned parts car that has been given another chance to ride to Valhalla. What you're
chance to ride to Valhalla. What you're looking at is a 1968 MercedesBenz 280S sedan, but under the hood is the Mercedes 113 5.4 L AMG fuel [snorts]
Mercedes 113 5.4 L AMG fuel [snorts] injected V8 making 349 horsepower and 392 lb- feet of torque. But that's not where this swap ends. It has the 5-speed Gtronic automatic transmission from an E55 AMG and the suspension, brakes, and
rear end from the car. That means you get ABS, traction control. And Aaron, the owner, also wired the traction control lights and other idiot lights to control lights and other idiot lights to the 280s dash. This is a dented, rusted,
ugly looking luxury car from just after the turn of the century. and it drives like a freaking bullet. It's mean and ugly as it intimidates traffic, but inside it is smooth, refined. The only thing he couldn't keep retro was the
steering shaft, the steering column, and the steering wheel. So, it has the steering wheel and everything from a 2001 E55. Oh, and the center console as well. But even though it has an E55 center console, he was able to take the
center console, he was able to take the small shift knob and thin shift shaft and fit it into into a modernish Mercedes gated shift pattern. So your left hand is clutching a wheel from 2001, while your right hand is clutching
the shifter from a 68. But it's all working together. Oh, this thing drives >> [snorts] >> These cars were for rich bad guys in any
teen movie in the 80s. You want to show a rich put him in a 280s. This is like Mr. Monopoly man with a monle and a top hat. Oh yes, I'm going to bulldoze the skate park and put up a factory.
That guy. This episode of Regular Car Reviews is sponsored by Brooklyn Bedding. And I know I'm not jumping around and bouncing on the beds like I normally do. It's because I'm developing a hernia. I'm so sorry. I'm sure I'll
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talking about. Remember to use my code regular car reviews. Oh, this is nice. You're wondering if I really do sleep on these mattresses. Oh, yeah. And you know, anytime we have people over to the house, this guest bedding mattress, you
know, there's that other one over in the corner. Nope. Everybody always ends up on the Brooklyn bedding one. There's something about that soft give, that initial slide in the firmness that supports you,
especially the lower back. At least that's how it feels to me. that's how it feels to me. And you just don't want to get back up. And you just don't want to get back up. And now back to an engine swap Mercedes.
body was meant to go 100 mph, even with its original engine, which was a 2.8 L inline 6. Of course, it wouldn't accelerate like a muscle car. The 2.8 L 6-cylinder was a momentum engine, not a
high horsepower performance machine. You were you were meant to slowly, smoothly, and confidently climb up to triple digits. It's just now you have horsepower that can accelerate to 100 m anph in 13.4 seconds. And the suspension
and wheels and the brakes to do that all safely. Aaron says that most interactions with the general public with this car go like this. One, ow, that's an old car. When are you going to paint it? Or two, what are those wheels,
paint it? Or two, what are those wheels, those brakes, that sound? What's going on here? When are you gonna paint it? Bystandards When are you gonna paint it? Bystandards really are adamant to ask when is he
painting this car? And the answer is he's not. It's going to remain ugly and dented and nasty. But I think that desire, the bystander's desire to have this thing painted speaks to something larger. A 2026 desire for agelessness.
larger. A 2026 desire for agelessness. But more on that later.
am what do I need to get ready for? >> Um, I mean, it's not like an explosive Like, you're not going to be you're not going to be scared. Like, it's fine. turbo LS. >> No,
>> No, no, nothing. Nothing like that. Uh I mean it it makes it makes a good amount >> Okay. >> It >> Yeah. >> Contact.
>> Nope. Uh right next to it. Just turn it to the right. Two clicks. Yep. >> Yeah. Yeah, that's okay. >> Mercedes 280 for when you train your
kids to believe that lollipops taste better coming from the pneumatic tube of a drive-thru teller so you can deposit your business check without having the back of your seat kicked. Mercedes in the 1960s was a brand obsessed with
money. I suppose it still is today, but back then it had noble reasons because the money you paid for a Mercedes in the '60s meant that the money was going into the business of overengineering. And the product that you bought not only was a
boost to your status visually, it also was a piece of engineering brilliance. was a piece of engineering brilliance. Just listen to how these doors close.
>> No American car could do this. The fit and finish on a 68280. Oh yes, Germany kept their holier than thou yes, Germany kept their holier than thou status well stocked with objectively
superior cars to what their neighbors were driving. And American cars in the late60s, oh, they were fast in a straight line, of course. But ask them straight line, of course. But ask them to be smooth. Ask them to dive into a
corner and not become upset. Ask them for independent suspension. No, no, no, no, no. Oh, there were some American cars that had independent suspension, a C3 Corvette, for example. And there were American cars that could be smooth on
the highway, like a series 62 Cadillac or a Lincoln Continental or a Chrysler Imperial, but that was really it. But Mercedes, they became the brand of better than you Energy. Now, in modern times, for every pawn shop owner whose
son skates through life on wheels of dubious consent, there's an AMG in the driveway. For every owner of a bowling alley with a stripper pole in the bar area that never gets addressed, there's an S550 in one of the reserve spots that
no one knows is reserved because the paint hasn't been updated since Obama's first term. For every smoke shop owner who doesn't know how his business is going to survive the banning of skill games, there's an E-Class at home that
he'd sooner live in. A Mercedes will reinforce one's conception of self. To be [snorts] parted from your Mercedes is to be parted from a stable identity. Why do you think they sell so many C-classes? Even if that identity is a
phobia for stillness, as seen through the eyes of high rollers who are always on to the next thing because life is about the next acquisition. a venture capitalist who shaves in traffic because he always has somewhere to be that's
more important than where he is. But now a classic Mercedes like this avoids the careless attitude of renewable wealth. This is a refinement that still cares
This is a refinement that still cares about decency. And it's so much the idea about decency. And it's so much the idea that this car looks like dog It's refined. It's elegant, but visually unsettling. It's a decaying luxury
unsettling. It's a decaying luxury brand, but its guts inside is steroid brand, but its guts inside is steroid injected TRT, eternally youthful. This may be the best car I will drive in
2026. It's the result of a gear head cramming as much bubble machinery into a bespoke package as its framework can hold. This accommodates two extremes and
it's balancing on a knife edge between the understated and the overengineered. And you're staring at a 280s. That means you're staring at a German automaker who at [clears throat] the time was arguably at the height of their powers. Yes,
Mercedes was fantastic in the 80s. Yes, I love the W126. During the 60s is when Mercedes cemented their idea and their identity as the purveyor of oldworld
quality. Because look at how this is shaped. We're in the 1960s here. This is the end of the jet age styling of automobiles and the beginning of sort of the coke bottle era. And we're also at the height of muscle cars. But this is
such this is 68 and it looks like it's 53. This is oldworld, stately, very, very conservative. However, the 280 also had early safety innovations before
anybody else. Front and rear crumple zones in 68, and Mercedes took a long time getting this car out. It's like video game logic. A delayed game is eventually good, but a rushed game is bad forever. On one hand, you can't
really accuse the 280 of ever being rushed since Mercedes were pretty deliberate about taking their time to get this car right. But on the other hand, that also was the problem. By the time they released the 280, it didn't
fit nearly into its contemporary automotive landscapes as it might have had a few years earlier. And I say this as it relates to the United States. Galaxy, see these afterburner taillights? This is pure jet age. Now,
this ended in about 65. We moved into the Coke bottle designs and into the muscle cars, the shape that's eternal that you know now. Plus, over here, federal emission standards hit for the model years in ' 68, which uh clear
cleared the path for the Clean Air Act in 1970. So, over the course of its life, the Mercedes 280 had to face challenges of being outdated virtually the minute it hit our shores. because it made its entrance onto a regulatory
battlefield that its high compression factory engines weren't designed to aligned with European performance characteristics than with American characteristics than with American notions of environmental modesty as uh
as small as they were back then. In a sense, the issue isn't that the 280 was rushed. It was the opposite. that so much care and time went into making it that the world started to pass this car by with the W108. The Mercedes was
putting its best foot forward. But putting your best foot forward doesn't truck because you took too long to get across the street. With all that said, you can't say that Mercedes didn't still end up making one of the most important
cars of its generation. between safety innovations like the affforementioned crumple zones, the collapsible telescopic steering column, the padded steering wheels, the reputation for durability was augmented by a greater
appreciation for this pre-scandal congressman levels of cosmetic dignity, you know, before he gets caught in the hotel room, realizes his career is over, and stops shaving altogether. These cars were tastefully outfitted so that they
looked as good as they were. If anything, this looks more expensive than it would have been new, as the MSRP for these was just under $6,000 in 1968, which would be about $55,000 in 2026. Not cheap, but a lot less than
a full-size pickup truck. And it is cheaper than a current year E-Class or 3 series. And used 60 years on, even better. because even if it was falling apart, the skeleton of what he got here will still offer something to build
around. In addition to the ABS and all the other stuff and the power, it has a Becker Europa 2 radio with Bluetooth and a 2014 Volkswagen Golf seat or seats with armrests that have been welded onto the frame rails. He got a wood interior
and a dash liner from various other donor cars, including the tachometer. donor cars, including the tachometer. The only uh 280s that had attack were the V8 models, but the achievement of this build is showing what later
Mercedes could have done with what they had here. Because underneath it's just an E55, ignoring any tuner intake modifications. This feels significantly more imposing than a 2001 AMG because it demands those aggressive highway pulls
without projecting an imagery of uh aggression. Or rather, I should say it is aggressive, but not in that gross Jersey Shore guy dude broadway of every Jersey Shore guy dude broadway of every '04 rich car. No, this is a dopamine
machine. This slab of Tutonic brilliance just jamming through the air. I'm passing Teslas. I'm having a fantastic time. These are the redemption car time. These are the redemption car stories that I love. A junkyard car
destined for scrap. And now it's back on the road. Faster, stronger, confident, and new feeling, but with the scars and and tears and dents and rust from a life
lived long and hard. But remember earlier where I talked about agelessness earlier where I talked about agelessness and a 2026 uh obsession with old age? Let me tell you a quick story. While writing this review, Nick and I were in
writing this review, Nick and I were in a coffee shop and in walked a couple, an old wife and a even older looking husband. The husband was stooped over as he tried to stand up straight. His neck was going straight forward from his
was going straight forward from his shoulders. It was his neck was parallel shoulders. It was his neck was parallel to the ground. His back was bent like a worn out horse. His long sleeve
sweatshirt was tucked into the elastic band of his gray sweatpants which were pulled halfway up his stomach. The wife comes up to the barista counter and she
says she wants a cappuccino and a muffin. Then the barista turns to the husband and asks what kind of coffee he wants. And then the wife repeats that
wants. And then the wife repeats that exact question to him, just slower and more direct. And he activates a little bit. He picks his head up from staring at the floor. His eyes were sunken. His cheeks were
His eyes were sunken. His cheeks were like jell-o melting off of a plate and falling onto the counter. And he doesn't look at the barista. He looks at his wife. and he says, "Yes, I'd like a coffee." And the barista asks, "Would
coffee." And the barista asks, "Would you like a 12 or 16 ounce?" And his mind goes blank. He stares. He He looks for his wife for help. And he says, "Uh, a his wife for help. And he says, "Uh, a few times and says 12, I guess." The
barista asks, "Would you like a medium or dark roast?" and he pauses and and or dark roast?" and he pauses and and the synapses and the brain cells once again reach out to each other and connect after about what maybe be 8
connect after about what maybe be 8 seconds and he just says medium. It was as if he was deciding what the consequences were by making the wrong decision for all these binary choices. And then his head drooped back down,
And then his head drooped back down, down, down to the ground. The shoulders were pulled down as well, as if the gravity of the entire planet was beckoning his body and the elements within back to the earth and dirt which
bore him. And I was locked into that. And I realized it was out of fear. fear of aging, fear of becoming that with the crystal clear knowledge that I will be
crystal clear knowledge that I will be there too at some point, fretting over little decisions at a coffee shop, trying to understand the difference trying to understand the difference between a 16 and a 12 oz coffee and
using all of my processing power to remember the difference between medium and dark roast. And that I feel is why builds like these are so validating. This is an old car meant to be
discarded. An old car that was ready to rust and return to the earth. But not rust and return to the earth. But not yet. It keeps running and now is as youthful and as strong as as ever. But I can't do that. We can't do that. We
can't live on. But here is a machine that will. It will be built and rebuilt that will. It will be built and rebuilt forever. Forever young. Forever a contender out on the highways. It's like looking at an angel.
And I wanted to be in this car all day. To feel it thunder and pull and defy all expectations of what it is and what it has been. It's glorious. And even though
I can't live on, I'm happy to be in the presence of something that will.