The 540 is a monster. If its possible for you to get one deffinalty do it. Its going to be an instant classic if you can keep it long enough. And the mods out there for it make it possible to create an extremely clean, aggressive yet stock M reminiscent look. Try to find one with the sport package.Im in the market of buying a e39. What are the pros and cons on a 528i and 540? Input would be greatly appreciated? Thx!