 I was in the market for an all-wheel drive german executive car, so my choices were the MB E350 4Matic, BMW 535xi, or the Audi A6 3.2, and I went with the Audi. And I really think I made the right choice. I don't like the idea that underneath it's a Passat, but the interior styling is unmatched and look nothing alike. The Quattro system works beautifully in all conditions. I'm getting about 31MPG average, which is great for this sized car. I'm just slightly disapointed with the acceleration. When merging on a highway(especially in NJ!), it's somewhat lazy and throttle response isn't as immediate as I hoped for. Like all Audi.s, the ride is firm, so beware of long trips. 