Launched in 1962, the Bentley S3 and its Rolls-Royce equivalent, the Silver Cloud III, employed the 6.2-litre aluminium alloy V8 engine introduced on the S2, though with larger carburettors, a new distributor, raised compression ratio, and came with a four-speed automatic transmission as standard equipment. Most obvious changes from the S2 were the adoption of a four-headlamp arrangement, the absence of side-lights from the wing tops, and a slightly lower radiator shell.

Inside, there was revised accommodation with separate front seats and increased room for rear passengers. James Young Limited and the now combined firm of H.J. Mulliner, Park Ward Limited continued to offer designs on the Continental chassis, and for the first time these were sanctioned on the equivalent Rolls-Royce, the Silver Cloud III. The Bentley Continental chassis now differed from the standard and Rolls-Royce versions only by virtue of its more comprehensive instrumentation.

By far the most striking of the Continentals were the Koren-designed coupes produced by Mulliner, Park Ward, these 'Chinese-Eye' models - so called because of their slanting headlamp nacelles - constituting the majority of coach-built S3 Continentals, 311 of which were made between 1962 and 1966. Much rarer in convertible form.