1938 Rolls-Royce Phantom III Four Light Cabriolet

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1938 Rolls-Royce Phantom III Four Light Cabriolet
Coachwork by Freestone & Webb


Specifications:

  • Chassis no.: 3 DL 94

  • Engine no.: Q88N

  • Design no.: 1971

  • Body no.: 1317

  • Engine: 7,338cc OHV aluminum V12

  • Power Output: 165bhp at 3,000rpm

  • Transmission: 4-speed manual gearbox

  • Suspension: Independent front suspension with coil springs, semi-elliptic springs rear

  • Brakes: 4-wheel servo-assisted mechanical drum brakes

  • Unique Features: Only center gearshift Phantom III built

  • Ownership: Two long-term owners from new, in the present family since 1962


The Rolls-Royce Phantom III:

‘The most captious critic is obliged to admit that a Phantom III provides all that can be wished for in a large luxury motor-car. The comfort, silence and road-holding with really impressive acceleration and maximum speed made a combination of virtues which few cars of the time could equal.’ - Anthony Bird, Rolls-Royce Motor Cars, 1964.

Regarded as one of the most outstanding luxury cars of the 1930s, the Rolls-Royce Phantom III was introduced in 1936 as the successor to the Phantom II. Featuring a 7,340cc V12 engine, the Phantom III was Rolls-Royce’s response to advancements in engine technology, inspired by its own experience in producing V12 aero engines for record-breaking aircraft such as the Supermarine S6B seaplane.

With 165bhp initially and later increased to 180bhp, the Phantom III could reach top speeds of 90-100mph, an impressive feat for a luxury car of its time. Notably, it was also the first Rolls-Royce model with independent front suspension. By the time World War II halted production, only 727 units had been built, of which approximately 300 remain worldwide today.

Unlike the lavish and spartan Torpedo bodies of earlier Rolls-Royces, the late 1930s designs leaned towards more refined, owner-driver-oriented drophead coupés. Fully coachbuilt, these were tailored to meet the specific requirements of elite clientele. Given the rarity of open-top Phantom III models, the Freestone & Webb Four Light Cabriolet stands out as an exceptional survivor.


The Motorcar Offered:

Among Rolls-Royce’s most distinctive and rare luxury cars, this Phantom III was originally ordered by K.L. Bilbrough of Chislehurst, Kent, UK. Bilbrough, a prominent shipping and marine insurance magnate, reportedly had a preference for Packard motorcars. However, upon discovering that the latest Packard model would not fit in his garage, he turned to Rolls-Royce and Freestone & Webb to create a custom-built luxury vehicle within precise dimensions—no longer than 17 feet, 7 inches, including bumpers.

This car was designed with several unique features, including:

  • Central gear-change lever to match Bilbrough’s previous Packard experience—the only Phantom III so equipped.

  • White-faced instruments with black numerals and bezels, mounted on a panel instead of a standard cluster.

  • Absence of a clock and even the Spirit of Ecstasy hood ornament.

  • Registration with an easily memorable plate number, ‘FKN1’.

  • Zeroed odometer upon delivery.

Certain elements of the design harkened back to the 1920s, such as the four-piece windshield and the inclusion of a bulb horn, despite electric horns being standard at the time.

Photographs taken by Chas. Bowers and Freestone & Webb’s original design drawings confirm that this Phantom III was completed exactly to Bilbrough’s specifications. Its striking presence was further solidified when Autocar magazine featured it in July 1939.


Ownership History & Preservation:

  • Owned by K.L. Bilbrough for 23 years until his passing in 1962 at the age of 90.

  • Purchased by the current owner's father in 1962, who brought it to Missouri, USA, where it remained for 45 years.

  • Inherited by the current owner in 2007, resulting in 52 years of single-family ownership.

Unlike many of its contemporaries, this Phantom III remains highly original, with minimal modifications aside from a repaint to the fenders and re-upholstered seating areas.

With a mileage of just 34,640 miles, this car has been carefully maintained by Pennsylvania-based Rolls-Royce expert Tim Jayne. A recent inspection confirmed that the car remains in running condition, consistent with its low mileage.


An Unrepeatable Opportunity:

Unique coachbuilt Rolls-Royce models rarely become available, particularly open-top Phantom III examples. Given its one-off specifications, long-term ownership, and remarkable originality, this Freestone & Webb Four Light Cabriolet represents an irreplaceable piece of Rolls-Royce history.

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