The last Bentley to be built on a separate chassis, the S3 was really no more than a facelifted S2. Bentleys were now becoming the poor relative in the Rolls-Royce family, bodies and engines were no different from the Rolls-Royce versions. The main difference from the S2 was the restyled front panels, which now incorporated twin headlamps and smaller bumper overriders.
The S3s interior now had individual front seats in place of the split bench seat found in the S1/S2, most cars had Air Conditioning, Electric Windows and Front Seat Belts. The S3 held the Bentley fort until 1965, when the Shadow derived T-Type appeared. During the 1970s many S-Types were converted to "Rolls-Royces", due to their perceived added status.