It's funny you should ask that, I myself am selling my 93 500SEL to upgrade to either a 99 Grand Edition or a 99 S600. I could honestly live with either. You can make a grand out of a regular S500 but it would not ever really be a Grand Edition. If you are worried about cost, I'd say go with the 500 Grand Edition just because the V8 is more than enough power and the repair and maintance costs are much lower than the V12 S600. However, if cost is no object, I would buy the 600 just because there are only 14 in the United States and I know for a fact that one has a salvaged title. The 600 is basically for show and is not really necessary unless you want to show off that big V12 emblem and the shinny "600" in the rear (which I would love to do)!!