The S3 looked very similar to the S2. The most-visible difference was a new turn indicator light in the nose rather than on the side, along with a four-headlamp layout that paved the way for the radically new Bentley T1 in 1965, a lower bonnet line and an altered grille. The interior was modified with individual seats for front passengers and increased leg room in the rear. The S3 continued the 6.2 L (6230 cc/380 in³) V8 engine introduced with the S2 but the carbs were larger and the induction system and compression ratios were modified. The power steering was also improved.