Hey James: So I got you thinking! I shall mark that as my lifetime achievement! My transmission has become much smoother during the two years I have driven this car - about 5,000 miles. But still, very seldom now, the upshift is noticeable. The downshifts never are. But about one year ago, I drove a 280SL that was for sale by a local dealer: The transmission shifted very smooth, never as much as even a small jerk. Mine is like that too, but only when it is cold, in that, it has never jerked when I start my driving. But - like I said - when I have driven about 10 miles, it sometimes jerks from 2 to 3rd. More so, when I drive very gentle. No jerks when I push it: Then it upshifts at about 3500 RPM and the shift is always smooth. I have changed the filter. It required dropping the pan. I have adjusted the modulator pressure to the book and verified that the solenoid operates as it should. The modulator pressure was pretty much within tolerance. Recently I found a shop manual for the transmission and I plan to educate myself. There is not a lot of incentive because it shifts fine most of the time. But after driving this dealer's car, I am convinced that the transmission will shift very smooth. The observation, that it shifts smooth all the time when it is cold, leads me to believe that it is related to oil viscosity: The colder oil is thicker. There may be wear in places. The transmission is original to the car and the milage on the vehicle is unknown. My 2¢.