A final model was added in August 1969, the 280 SE 3.5, the first Mercedes post-War coupe with more than 3 litres.
The car was fitted with the brand-new M116 3499 cc V8.
 It produced 200 hp (150 kW) at 5800 rpm, and a top speed of 210 km/h (130 mph) (205 km/h (127 mph) with automatic transmission) and a 0-100 km/h (62 mph) at 9.5 seconds (11.5 for the automatic transmission).
As one of several changes to modernize the aging design a lower, wider grille was incorporated and the facelifted model is often by the Germans referred to as the "flachkühler".
The new grill was not a side-effect of enlarging the engine compartment to accommodate the V8 despite popular belief.
Front and rear bumpers were also modified with the addition of rubber rub strips; the rear lenses changed to a flatter cleaner design.
This change was carried across the standard 280 SE.
As the top of its range, the 280 SE 3.5 is seen as an ideological successor to the W112 300 SE, though it lacked the W112's air suspension.

There were plans to place the larger M117 V8 engine in the W111 (the model would have been called 280 SE 4.5).

The last 280 SE was produced in January 1971, with the 280 SE 3.5 ending in July.
The total production over the decade was: 220 SEb - 16,902, 250 SE - 6,213, 280 SE - 5,187, and 280 SE 3.5 - 4,502 units.
Not including 3,127 W112 300 SE models, the grand total of 2-door W111 models was 32,804 of which 7,456 were convertibles.

The indirect replacement for the Coupé was the C107 SLC, which was an SL Coupé, it therefore had no link with the S Class range.
The true successor of the W111/12 Coupe was the C126 Coupe of 1981.
As the R107 SL grew bigger and more luxury oriented, it assumed the position of the top of the range Convertible, which meant the four-seater convertible would disappear from Mercedes-Benz's lineup for nearly two-decades, until  the A124 in 1992.
A final model was added in August 1969, the 280 SE 3.5, the first Mercedes post-War coupe with more than 3 litres. The car was fitted with the brand-new M116 3499 cc V8.  It produced 200 hp (150 kW) at 5800 rpm, and a top speed of 210 km/h (130 mph) (205 km/h (127 mph) with automatic transmission) and a 0-100 km/h (62 mph) at 9.5 seconds (11.5 for the automatic transmission). As one of several changes to modernize the aging design a lower, wider grille was incorporated and the facelifted model is often by the Germans referred to as the "flachkühler". The new grill was not a side-effect of enlarging the engine compartment to accommodate the V8 despite popular belief. Front and rear bumpers were also modified with the addition of rubber rub strips; the rear lenses changed to a flatter cleaner design. This change was carried across the standard 280 SE. As the top of its range, the 280 SE 3.5 is seen as an ideological successor to the W112 300 SE, though it lacked the W112's air suspension.
There were plans to place the larger M117 V8 engine in the W111 (the model would have been called 280 SE 4.5).
The last 280 SE was produced in January 1971, with the 280 SE 3.5 ending in July. The total production over the decade was: 220 SEb - 16,902, 250 SE - 6,213, 280 SE - 5,187, and 280 SE 3.5 - 4,502 units. Not including 3,127 W112 300 SE models, the grand total of 2-door W111 models was 32,804 of which 7,456 were convertibles.
The indirect replacement for the Coupé was the C107 SLC, which was an SL Coupé, it therefore had no link with the S Class range. The true successor of the W111/12 Coupe was the C126 Coupe of 1981. As the R107 SL grew bigger and more luxury oriented, it assumed the position of the top of the range Convertible, which meant the four-seater convertible would disappear from Mercedes-Benz's lineup for nearly two-decades, until  the A124 in 1992.
Mercedes-Benz W111