The second generation of the Mercedes-Benz CL-Class is the C215-chassis coupé of 1998–2006. It is based on the 1998–2005 Mercedes-Benz S-Class (W220), though it rides on an 8-inch (203 mm) shorter wheelbase. Sales in Germany started in August 1999 for the CL 500 V8.

The C215 exterior design and active suspension was previewed by the Mercedes-Benz F200 concept in 1996.

The CL-Class is offered as seven models: the V8-powered CL 500, the V8 powered naturally aspirated CL 55 AMG, the supercharged V8-powered CL 55 AMG, the V12-powered CL 600, a limited-edition V12-powered CL 63 AMG, and the bi-turbo V12-powering the CL 600 bi-turbo and the CL 65 AMG. All models seat four. Exterior design produced a drag coefficient of Cd=0.28 for a regular models and 0.29 for AMG.