The Mercedes-Benz M137 engine is a naturally aspirated, SOHC 60° V12 engine, with three valves per cylinder, 2 intake and 1 exhaust. It was built to replace the larger and heavier, yet more powerful, DOHC, four valves per cylinder, naturally aspirated, 6.0 L M120 V12 unit. The M137 was used briefly between 1998 and 2002 for the W220 S-Class (long wheelbase only) and C215 CL-Class. The architecture is similar to M112 and M113 engines, and is designed to match the overall dimensions of a V8 unit with undersquare internal measurements. The crankcase was cast in a lightweight alloy with "Silitec" (silicon/aluminium) cylinder liners to save weight. The M137 is 80 kg lighter than its predecessor and features cylinder deactivation technology. Both displacement variants have 10:1 compression ratio. The M137 was replaced by the more powerful twin-turbocharged M275 engine.

E58

Mercedes introduced the M137.970 engine in its 5.8-litre form in S 600 and CL 600 models. The internal measurements of 84 by 87 mm of bore and stroke translates to a total displacement of 5786 cc. The resulting power output is 270 kW at 5500 rpm and torque figures of 530 Nm at 4250 rpm. From 1997 up to 2002, Mercedes produced 11,693 examples of the M137.970-powered S 600 and further 6,348 units of the coupé version, CL 600. M137.970 applications:

E63 AMG

In 2001 Mercedes and AMG introduced a series of special high-output models equipped with a larger-displacement M137.980 engine. Cars were available through AMG dealers only and sold to selected European and Asian customers. The 2001 S 63 AMG was produced in only 70 units. The 2001 CL 63 AMG exists in only 26 examples and the rarest of all is the 2002 G 63 AMG with only five units produced. The total displacement of 6258 cc is thanks to internal measurements of 84.5 by 93 mm. The resulting power output is 326 kW at 5500 rpm and torque figures of 620 Nm at 4400 rpm. M137.980 applications: