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Current and Previous Owners, and Other 1965 GT350 Stories    (Updated: 7/13/21)

A Right Smart Mustang

I am a little fuzzy on the dates, but I think it was in the summer of 1970 during the height of the Super Car era. I had recently purchased my first Ford, a 1967 410 H.P. 427 Fairlane 500XL (Ford only made 7 of these cars) A good friend of mine, Jerry Pruitt, was the general manager at the local Ford dealership and into performance cars in a big way. At the time, Jerry and I were building a Ford to compete locally in Stock Eliminator. We were using a building behind the dealership as a race shop.

I don't know why I remember this so clearly, it was one of those minor things that should have been long forgotten. It was my introduction to the 1965 GT350 Shelby Mustang. We were walking out to the race shop, and passed a 1965 Mustang, white with blue stripes, had GT350 on the side. I noticed a bump on the dash that housed a Tach and Oil pressure gauge and a funny looking mirror on the fender. The car was owned by Dave Murray who was a salesman for Valley Ford at the time. The dealership had previously sold a number of 1966 GT350H cars from the Seattle Hertz depot. Having never been exposed to anything but these GT350H cars, I had no idea what I was looking at. I thought all Shelby Mustangs had plexi-glass quarter windows and rear brake scoops. In the middle of my conversation with Jerry, I stopped, looked this Mustang over and said "What the hell is that?" Jerry said "That is a genuine 1965 GT350 Shelby." Of course, I asked "If that's a Shelby, where are the quarter windows and the Cobra gas cap?" He took me through the litany of modifications, I remember him saying "You know how we thought the Shelby's had the battery in the trunk and were two seat cars, and the Hertz cars had none of that, well, these car have everything. The reason you don't know about them is they only made around 500. Besides, the Corvette guys hate 'em." (Anything that made life tough for the Chevrolet crowd was fine with me) All this was at a time when Hemi Cuda's, 454 Chevelles, Boss and Cobra Jet Mustangs were common place. Of course, as previously stated, this was at the height of the super car era. The mentality at the time dictated that if it wasn't 400 cubic inches, is was a minor player. My Fairlane went a streetable 117 MPH in the quarter, I thought the Shelby was great, but at the time, I wasn't too interested.

Dave's car, SFM5S155 had been traded in to the local Dodge dealer. It started out it's used car life costing $700.00. By the time Dave Murray purchased it, the price had risen to $1500.00. Dave had an occasion to talk to the original owner. He said “That's a right smart Mustang, it just didn't have a back seat”. It had a cast iron intake and a 2V carb, which is why it was sitting behind the dealership. Everything else including a set of five spoke Cragars, badly in need of restoration, was there. Over the next few years, the engine was rebuilt, the car was painted and Jerry bought it as his personal driver. Jerry had his pick of all the performance cars Ford offered. Cobra Jet Mustangs, Boss 302, 351 and 429's (At one time, Valley Ford had six Boss 429's on the lot) but he choose the GT350 as an every day driver. I could never understand what he saw in this car. To say it was noisy inside was an understatement. It had a radio, but it was useless because you couldn't hear it. Conversations were shouting matches. The suspension and steering were extremely stiff and noisy. It was, overall, a very uncomfortable car to ride in. (I had not had an occasion to drive it.) As far as power, it was nowhere near the level of the contemporary big blocks of the day. (Although on a road with curves, only the Boss 302's could keep up with it).

My personal epiphany came after the NHRA awards banquet in, I believe, 1975. We had driven the Shelby to Seattle from Yakima. When it was time to drive home, Jerry said he was tired so I drove, he went to sleep. While I had spent a lot of time in the passenger seat, for some reason, I had never driven the GT350. The trip from Seattle to Yakima is 140 miles taking 2 to 2 ˝ hours to drive over a mountain pass. We left Seattle at about 1:00 AM, traffic was light. Surprisingly, I found myself really enjoying the drive. I remember thinking "Boy, this thing handles like it was on rails!" I don't remember how long that trip took, but I know it was under two hours. The next day I told Jerry "I now know why you prefer the Shelby to the Boss 429."

We drag raced in Super Stock eliminator for another ten years. Jerry left the dealership but took the Shelby with him. He owned that car for another five years or so, It spent a couple of years sitting next to 026 in my shop. Finally, someone came along with an offer that Jerry couldn't refuse, trading it to a guy for a 1967 GT350, which he sold almost immediately.

In 1977 I fell into a deal for a 289 Cobra. Over the course of the next two years, I had a lot of people attempt to buy that car from me. Got into many heated arguments with guys who thought they could wave a fist full of $$ under my nose and I would sell it to them. The conversations went something like this:

Them: What would it take to buy the Cobra:

Me: It's not for sale.

Them: Well, if it was for sale, what would it take?

Me: You couldn't buy it with just money.

Them: Whatta you mean?

Me: It would require another Shelby American car as a partial trade.

Them: Which one?

Me: IF the car was for sale, which it isn't, I would consider a 1965 GT350 as a partial trade. The car would have to be complete. (I thought I was pretty safe here, there being only 562 of these cars in existence.)

Them: How about I just give you $XXXX.XX and you find your own Shelby?

Me: The Cobra isn't for sale.


Conversation repeats until they throw up their hands and walk away in disgust.

In 1979, I made a deal with Bill Roush for SFM5026. Since the Cobra went to a good home and I ended up with a low number GT350, I have never regretted selling it.

Bill Heinson, 5S115 / 5026

5S377 was sold originally at Courtesy Ford in Denver Colorado. It had factory Le Mans stripes and optional wheels. I don't know it's history from then to a few years before I purchased it in April 1978.

What I do know is that it is a veteran of the Al-Can highway (with Alaskan personalized plates GT350). While in Juneau it was hit while parked on the street and poorly repaired. It also received quarter windows during this period. Dick Roush found it in an Auto Trader and purchased it for Dan Burwell with the condition of changing the quarter windows out for vents if they could keep them. Meanwhile Dan had gotten married, bought a house and gotten 5S377 at the same time. Something had to go and it was 5S377 and that's when I came in the picture.

In my ownership it was driven daily for about eight years with routine repairs being made and detailing as best as I could while dreaming of a restoration. During this period, it inspired Fred Gehing, Jim Fludge and myself to start SAAC Northwest in 1978. I served as president for the first two years until my daughter Annie came into the world and I got my ass chewed by Steve Earle after a parade lap incident during 2nd Portland Historic Races. We also drove it to SAAC 6 in Monterey running the high speed event at Laguna Seca and placing 3rd in the popular vote car show. We also participated in the 8 Ball Rally put on covertly by the Washington Region of SAAC. We finished 2nd, well 2nd to last. We saw roads to locals still haven't, almost getting into a parade in Puyallup trying to get directions

Another famous incident happened after a club meeting in which Gary Kadramas (Cobra owner that let me drive his car so I reciprocated) and Larry Cockerham (Crazy Larry). Larry had just purchased a 67 GT500 and challenged us on the way home on I-205 (before the Glen Jackson Bridge, no traffic) Gary asked should we? I said just don't push it over 6,000 RPM, it's a tired old original engine. Just then Larry jumped all over the GT500. Steam started pouring out the vents in the hood and sparks were flying out from under the car and then started to turn toward us! Gary grabbed 3rd gear and got on the shoulder as the 500 passed behind us. I looked out the back and saw the headlights reappear and disappear three times before stopping. We went down to Sunnyside and back to Foster to return to pick up the pieces. Larry's GT500 was facing the wrong way in the center meridian and not a scratch on it. Turns out when Larry's C6 downshifted it snapped the water pump shaft resulting in the fan cutting the lower radiator hose, transmission cooling lines and tearing into the radiator. He it the brakes when his windshield was covered with the mixture and spun in the stuff. What a wild ride! When his car was safely put away at Burwell's Ford Specialty, I told Larry "when you race a GT350, it'll cost you $350.00!"

The restoration started in 1986 when my ego got the best of my better judgment going to work on a very rainy day on worn out Goodyear Wingfoots after flipping off a jerk driving like an ass----. I hydroplaned off I-205 at about the I-5 interchange hitting a reflector post dead center and spinning backwards and sideways through the grass with the brakes locked up and the engine killed picking up speed watching the brush coming at me. It was during the restoration we found evidence of other encounters resulting in two quarter panels, tail light panel and radiator core support. It was down to a bare tub with me doing the mechanicals and one painter leaving me holding the bag with a 80% completed car after paying him. Five years later it was completed by a former employee of his that was Mustang enthusiast in his own right.

Since the restoration, we attended SAAC 17 driving there every day, running the high speed event and placing 3rd in concours. It also won a 1st at the Portland Roadster Show. Promoter's choice of the Shelby marque corral in 2002. Most recently it was the Promoter's choice at Hillyer's Ford Fever Classic at The Wooburn Drag Strip.

The car has been developing an issue with the paint (small blisters) so I'm going to start driving it more. Plus my kids are grown now and I can have some fun again and what can be more fun then driving a 1965 Shelby GT350 in the summer with both windows rolled down!

Ken Walker, 5S377

My father Ford dealer had the Shelby franchise in the Intermountain West (Salt Lake City) - I've always's been car crazy and was wetting my pants in anticipation of seeing my first "Cobra". Finally, one Saturday, my father called and asked if I wanted a ride "in a Cobra". Long story short, after a "forever" ride on the bus to get to the dealership (I was only 14), I rushed around the dealer looking for a Cobra and could only find a GT350. When he asked about the ride, I asked "where's the Cobra?" He pointed to the GT350 and I was very dejected because "that isn't a Cobra." He saw my disappointment and the said, "so, do you want a ride or not?" I caved in with my tail between my legs but I was thrilled beyond my wildest imagination. A memory that has lasted forever and one that has driven me with a desire to own one of these very special cars. I purchased my GT350 in 1997 - 32 years after that impressionable ride. It has a great history and I'm very proud to be the curator of this piece of history.

Clyde Madsen, 5S195

I was a young, testosterone charged male in my very early 20s and at that point in time the average guy's main interests in life were fast cars, fast women, and fast food (or at least a quick drink or two). Combine that with the Government effectively stopping the car makers from making new muscle cars by 1972, whereupon we all said "Screw the Government" because we were all bound and determined to drive something fast along with making it go faster, so a solution was needed. Old Shelbys were $1,000 to $2,500 then, making them both affordable and also daily transportation by most of us who had them back then.

A funny story -- the street race that never happened, in Great Falls. I had installed one of the first Hurst Line Locks available on the Shelby, which was basically an electric solenoid plumbed into the brake line in such a way you could step on the brakes with the car already stopped, hit the switch and lock the front brakes, but not the rear brakes. This allowed you to do one awesome burnout without having the car move forward. It was basically made for use by drag racers to warm up the rear tires for better traction when they staged at the drags, but was a real intimidator on the street to those who did not know what it was.

I was driving 5S349 down 10th Avenue South in the inside lane when a guy in a 67 427 Corvette rolled along side. We were both blipping our engines wanting to play, but traffic ahead didn't let that happen, so we went for a few blocks just teasing each other. Finally, we got lucky and hit a red light with both of us up front. This, of course, let the traffic ahead put some distance between us, so as were both blipping the engines waiting for the green, I locked up the Line Lock and started frying the rear tires on the Shelby. The smoke from those old Polyglass tires filled the entire intersection, which made the Corvette driver's eyes looked like headlights on a Bugatti and all of the sudden he just turned right and left. No guts, no glory, right?

It was interesting though, as even back then by the mid 70s, the light was starting to come on for some of us that the 65 Shelbys were "very special" so we started turning them into weekend warriors and buying old 66 Hertz cars and Boss 302 Mustangs for daily drivers because they were still considered "expendable" meaning you didn't care how many miles you put on it or if you modified the car to "make it better"....

Dick Roush, 5S349

The 1979 Cannonball Baker Sea-To-Shining-Sea Memorial Trophy Dash And The GT350 That Almost Won It.  Well, Not Quite . . .

I'm sitting on a wooden bench in the booking room of the New Jersey State Police headquarters in Little Falls, and my hands are handcuffed behind my back. I'm wondering how things could have gone so wrong so quickly. It all seemed so perfect.

Kopec & YatesI had been seduced into running the famous Cannonball Baker Sea-To-Shining-Sea Memorial Trophy Dash by the siren song of Car and Driver Senior Editor Brock Yates. This, the 1979 edition, was the fifth running since the first one in 1972. Each had been dutifully reported in C/D's pages and each time I read about the exploits of the participants of the latest adventure, I had vowed that, next time By God, I'll do it. And each time the next one was announced there was always something important, something that could not be put off, that kept me from stepping forward. When I read in the December 5th, 1978 issue of Yates' newsletter, The Cannonball Ex-Press, that he would begin taking applications, a little voice somewhere inside of me warned that this would be the last one that would be run. If I missed out I would regret it for the rest of my life. Well, here I was, not quite two hours into a balls-out, coast-to-coast run, and I was already regretting it.

"The Cannonball," as it had come to be known, was Yates' concoction. While researching cross country travel by automobile for an article he was writing in 1971, he happened upon a reference to one Ernest G. "Cannonball" Baker, who had established a number of records for driving solo across the country. His best time in a car was in 1933, when he drove a supercharged Graham from New York City to Los Angeles in 53 hours and 30 minutes. Baker drove by himself, at a time when super highways did not yet exist. He traveled through small towns and over dirt roads and he slept only once, for a half an hour. Yates proposed that surely Baker's time could be lowered if due to nothing else than the present interstate highway system. His compatriots at the magazine thought the idea of using public roads as a personal race track was insane. They called Yates a lunatic and an anarchist and that, of course, only goaded him on.

He announced his intention in early 1971 and although several individuals got pumped up enough to give him verbal commitments, when the departure day arrived, none showed up. So he made the attempt himself, with two other C/D staffers and his fourteen year-old son, in a Dodge van. Running non-stop from Manhattan, they rolled into Redondo Beach's Portofino Inn in 40 hours and 51 minutes. He reported his results in the next issue of Car and Driver and it touched a nerve in the automotive world that still electrifies automotive enthusiasts today. In all, five separate Cannonballs were run between 1971 and 1979, and the event spawned no less than six major motion pictures. One of them, "The Cannonball Run," starred Burt Reynolds, Dom DeLuise and Farrah Fawcett and the screenplay was written by Yates himself.

In fact, one of the the reasons I was galvanized into action was that Yates said he was going to give preference to entries utilizing whacko or nutball cars because they could not help but provide comical experiences which he could weave into his future screenplay. Full-pimp Cadillacs, Checker taxis, NASCAR stockers and other colorful entries would enliven the movie. And so would, I figured, an early Shelby GT350. Did it get any better than that - running in the real Cannonball and being written into a major motion picture to boot? The car would be easy. Coming up with a good scam would be more difficult.

The "Cannonball Scam" was something that had quickly attached itself to the event. It wasn't enough to come up with a fast car and calculate the best route. You also needed a subterfuge. It was a given that you would be stopped for speeding. That said, what deviousness could you employ to wriggle out of trouble? One team dressed as priests, hoping to play on the officer's sympathy. Another posed as doctors transporting pigs' eyes (which resemble human eyes), ostensibly racing to a delicate transplant operation. Yet another team outfitted their Suburban as a mobile satellite tracking station, complete with signs, a dozen antennas and radioactive stickers. Their validity was helped by the then-recent 3-Mile Island nuclear reactor fiasco. There had also been a Chevy van fitted with six 55-gal. drums of gasoline so it could make the trip non-stop. Two Hollywood stunt men riding a BMW motorcycle claimed to be a man and wife on their honeymoon. The passenger's helmet was fitted with a blonde ponytail.

I had asked everyone I knew what ruse they would employ to get moving quickly once they were apprehended for speeding in another state. Everyone seemed to have tepid suggestions but one really captured my imagination. A pal who was a local policeman said he never had a problem because when he was stopped, he let the officer see his badge and the result was a professional courtesy. "Drive safely, and have a nice day." What could be easier - the Off-Duty Police Scam! I somehow talked him into letting me borrow his badge and as I fondled the chrome "Get Out Of Jail Free" card, I barely heard his warning that impersonating a police officer was a felony and was something law enforcement authorities took very seriously. "When they ask you if you are a police officer, under no circumstances say that you are," he said. "Just say 'I'm on vacation.' " It had sounded so easy. And had failed so miserably.

As one of the National Directors of the Shelby American Automobile Club, I knew a lot of people with early GT350s. I had one myself, but the engine was out and disassembled, so I began calling other owners, asking them if they would like to run the Cannonball. To a person, each one said "Yes." When I added, " your Shelby" they responded with a variety of vulgar commentaries that made reference to my intellectual deficiency, questionable heritage, and suggested I attempt some anatomical impossibilities. Undeterred, I kept going down my list of owners until I found one Robert Key, a psychologist from southern California. Like me, he had followed the Cannonball since the first one. Also like me, he had wanted to enter each one but did not. And like me, he felt this was the last chance. He excitedly offered his car, a 1965 GT350, 5S176. Painted the traditional Wimbledon White with Guardsman Blue "LeMans" stripes, this car was the antithesis of stealth. But we weren't thinking too clearly at that point.

Key drove from west to east at a leisurely pace, reconnoitering the route. When he arrived at my place in Connecticut I discovered that his GT350 had 175,000 miles on it and was in need of a general overhaul. We tuned it up, adjusted the valves, replaced a broken crankshaft dampener , wired in two new Escort radar detectors (the state-of-the-art at that time) and a CB radio. We also swapped the 3.89 rear end for a 3.10. We calculated that would improve mileage and allow the engine to run at 4000 RPM while cruising at 110 MPH. The car got new brakes and tires and I made a 32 gal. fuel tank which, when the low rear end was factored in, gave us a cruising range of about 850 miles. We figured on making only four fuel stops. If we could average 80 MPH for the entire trip we expected to make Redondo Beach in about 36 hours - roughly equaling the Yates/Gurney 1971 record.

The event was to start on a Saturday from the Lock Stock and Barrel, a trendy, upscale saloon and restaurant in tiny Darien, CT - the next town over from where I was living. The driver's meeting was at 2 p.m. and standing on a dumpster in the back of the place, Yates explained how the "secret" race would be run. Teams could pick their own starting time between 7 p.m. and 2 a.m. a six minute intervals. At precisely their chosen time they would get a time card stamped by the restaurant's employee time clock. When they arrived at the Portofino Inn they would get their card stamped at the hotel's front desk. Lowest time would be declared the winner. As Yates would say, "The only rule is there are no rules." Any number of drivers could choose any vehicle, equip it in any way they wanted and drive any route. And we had the secret weapon.

Cannonball Run StartIn hindsight, we could not have prepared ourselves any worse. We had been charged up for a week prior to the start, running around like sugared-up 8-year olds at a birthday party. We worked on the car, talked with friends and generally celebrated in advance. Late nights with little sleep. On Saturday we were up early finishing the prep work on the car which was interrupted by a continual stream of well-wishers stopping by. It was like an open house. At the driver's meeting we picked a starting time of 9:24 p.m. - for two reasons. First, it would allow us to go back home and get five hours of sleep. And second, 9:30 had been taken by a team which had won a previous Cannonball. They were driving a Porsche and we figured they would quickly overtake us and we could follow them through the rat's maze that is the New York/New Jersey highway system. We went home and my wife cooked a high-powered Mexican dinner (my favorite) and we soon discovered that sleep was as impossible for us as it was for a kid on Christmas eve. At 7 p.m. we arrived at the supposedly secret starting point - the Lock Stock and Barrel restaurant - to find a boisterous crowd of about 2500 people partying hard. A tuxedo-clad Dixieland band was playing on the restaurant's covered loading dock and despite the gloomy drizzle, the air was crackling with electricity. Each time a car took off a giant cheer erupted from the crowd.

Brock Yates had been very secretive about his personal Cannonball entry. He had won the second running, co-driving a Ferrari 365 GTB4 with Dan Gurney; they finished in a scorching 35 hours and 55 minutes. At one point, on a barren stretch of I-10 in California, Gurney had wondered how fast the Ferrari would go. It topped out at 172 MPH. Interviewed at the finish line by a Los Angeles newspaper reporter who asked how fast they had gone, Gurney said, with a straight face, "At no time did we exceed 175 miles per hour." The following two runs saw Yates driving a Cotton Owens-prepared Dodge Challenger - little more than a NASCAR stock car wrapped in a standard body. It had every bell and whistle he could think of and it quickly elicited murmurs of "overkill." When he rumbled to the starting line for the 1979 event the crowd was stunned into silence. Yates had come up with the grand daddy of all Cannonball scams. Stock car wizard Cotton Owens had modified a new orange and white Dodge van with a 440 Magnum V8, beefed automatic transmission, heavy duty suspension and 150 MPH police pursuit tires. The beast was lettered "Transcon Medi-Vac" and outfitted with flashing lights and a siren. Yates and his co-driver, movie producer and ex-stuntman Hal Needham, dressed as EMTs and Yates' wife hooked to an I.V tube, played the "patient," A real doctor rode along to explain to police that "the Senator's wife" had a rare lung disease and could not fly in a pressurized cabin but had to get to a hospital in Los Angeles for an emergency lung operation the next day.

At 9:24 p.m. we tore out of the parking lot and headed west. Since I was from Connecticut I took the first turn at the wheel. Key, a Californian, would take the last stint because he was familiar with L.A.'s freeway system. My adrenaline was redlined and once on I-95 I cut through the evening traffic like a shark darting through a large school of minnows. It normally takes about an hour to make it from Darien to the George Washington Bridge. We did it in 20 minutes. In the rain.

We sailed along the New Jersey Turnpike, computing our time and speed. We were off our own chart. The spell was broken by the flashing lights of a NJ State Police cruiser which had appeared in the rear view mirror from out of nowhere. Stunned, we pulled over to the shoulder. As the tall trooper walked to the driver's side of the car I took a deep breath and opened my wallet to extract my license. "Let's see if this thing really works," I whispered to my co-driver, sitting silently beside me. The wandering beam of his flashlight zeroed in on the chrome badge pinned inside my wallet." Are you on the job" he asked. I breathed a sigh of relief. This was going exactly according to plan. "I'm on vacation" I responded, answering a question which had not been asked. The next thing I expected to hear was "Well, slow down and have a nice day..."

"Could I see your I.D. card?"

In one nano-second I realized something had just gone dreadfully wrong. I was dazed. "I.D. card? I, uh, uh, left it home." I realized I was not even on thin ice - I was sinking like an anvil. "License and registration, please" he said in a dull monotone. He walked back to his patrol car and in the mirror I could see him on the radio. He came back to the silent GT350 with his hand on the butt of his .357 Magnum revolver. "Step out of the car, please."

The traffic roared by as things spiraled rapidly out of my control. "You're not a police officer, are you?" "No sir," I said weakly. "I never said I was." Another cruiser rolled up and parked behind the first one. Back-up. The second trooper was a no-nonsense sergeant. He took the badge and in what seemed like the blink of an eye, my hands were cuffed behind my back and his hand was guiding my head under the drip rail of the cruiser's roof. Just like on TV. Back at headquarters I sat, still cuffed, on a wooden bench in the booking room. The minutes were ticking by in slow motion. Our goal of a 35-hour run was slipping farther away with each second. Finally the desk sergeant stopped in front of me holding a cup of coffee. "What the hell were you trying to do?" he asked. In my most sincere, nice guy, this-was-all-a-colossal-mistake-and-boy-am-I-ever-embarrassed mode, I started to explain that we were in the Cannonball. The real one. He had an American flag sewed on his uniform sleeve, so I tried to appeal to his sense of national pride. We're driving a Shelby GT350 - an American car - against a bunch of Ferraris and Porsches and Mercedes. Foreign junk.

The Cannonball. I detected a small change in his attitude. It was like a grappling hook striking the sharp edge of a rock. I tugged on the rope. "We don't want to see some foreign car win." He softened. "You mean like the Gumball Rally?" He went on to say that he had worked traffic duty when the Turnpike had been closed for a few hours when that movie was being filmed. He was surprised to learn that it was a real event and not just a Hollywood screenplay. I felt I was making progress when he removed the cuffs. "That's why I tried using the badge. If we were stopped we needed to be on the way quickly." The explanation suddenly sounded very lame. "I'm going to let you off with a speeding ticket, and I'm keeping the badge. Don't ever try anything like this again." A potential felony plea-bargained down to 75 in a 55 zone. I was never so happy to get a speeding citation.

Two hours lost, never to be made up. Key drove silently as I mulled over our situation. The badge was our only scam. We had no back-up and now I felt naked. We were at the mercy of the police, just like anyone else. I took over the wheel as we crossed the Pennsylvania state line and WHAM! More flashing red lights. Whatever confidence I had quickly evaporated. 85 in a 55 and the Pennsylvania State Policeman just said, "Cannonball, huh?" He was smiling. They were having a contest to see how many Cannonball entrants they could nail as the group roared through their territory.

The rest of the trip was a blur, due to a combination of hyper-alertness (listening to the CB, waiting for the Escort to screech and watching through vibrating binoculars), sleep deprivation, non-reclining passenger seat and the constant throbbing of the next-to-nothing GT350 glasspacked mufflers. We lost another half hour hiding behind a service station after a passing Missouri state police car did a u-turn across the median and came after us. By Texas we were swapping seats every hour and using every little trick we could think of for a driver to keep himself awake: wind in the face, singing, slapping your cheek, wet rag on the back of the neck. Conversely, the passenger could not sleep. At one point I thought that this could be what hell would be like for a car enthusiast. Whatever glamour there had been in the pages of Car and Driver was not apparent to us now.

We lost three more hours in Albuquerque rebuilding a rear brake cylinder. In my stupor I had taken off after a driver change and failed to release the parking brake. The heat build-up had melted a dust boot in the rear wheel cylinder and allowed a loss of brake fluid. The result was no brakes. We discovered this as we crested a long hill and came up behind a semi, working hard to pass another semi in the darkness. We were cruising at about 100 MPH and as the distance closed, I feathered off the throttle and touched the brake. The pedal went effortlessly to the floor. Some quick downshifting averted disaster. Once the semi pulled into the right lane we passed him, maintaining a safer speed of about 80. There was no other traffic to worry about so we cruised along trying to plan a course of action.

5S176I remembered a Mustang enthusiast friend who lived in Albuquerque. We glided into a rest area, downshifting and using the parking brake to stop near a pay phone. Luckily he had not moved. At 4 a.m. it was doubtful he wouldn't be home. My call woke him out of a sound sleep but the word "Cannonball" really was magic. He was excited to be even peripherally involved. He have us directions to a truck stop outside of town and promised to be there at 6 a.m. with a box of '65 Mustang rear brake parts. We got there a little early and took the opportunity to catch the first real meal since we left. We were so hungry when we drove into the pancake house's lot that Key forgot we didn't have brakes. Quick downshifting, yanking the emergency brake and finally jamming it into reverse stopped the car but not before the front bumper came into contact with a brick wall about a foot away from a window where two highway patrolmen were calmly having breakfast. We tried to look non-chalant as we swaggered into the restaurant. I stopped by their table and asked directions to the truck stop. It was down the road a half a mile. The trooper suggested we have a look at the brakes when we got there. If he only knew.

My pal was right on time. The truck stop manager did not want to let us put the car on the lift. He said we had to wait for the mechanic to show up at 8 a.m. But once again the magical word "Cannonball" made things happen. Like a NASCAR pit stop we had the rear wheel and brake drum off. The wheel cylinder was removed and replaced and the lies were tightened. We bled the brakes and were on our way.

By the time we crossed the Arizona-California border we had caught our second wind. We calculated that our chances of winning were excellent... if every other car suffered some kind of catastrophic mechanical malfunction. Key navigated through the southern California traffic and we made a theatrical, broad-sliding entrance into the Portofino's registration parking area. As if it would have helped our 48 hour and 53 minute time. Not bad, you say? The winner did it in 32 hours and 51 minutes.

And the movie? They made it but there was no GT350 in it. That's show-biz.

Rick Kopec, 5S176

GT350 @ Indy 1965

Entrance to Indianapolis SpeedwayIn the summer of 1964 my brother and I were walking together and saw our first Mustang, it was poppy orange. We chased after it and were fortunate enough to keep it in sight long enough to see the driver pull into an apartment complex. Still running, we arrived at the car to find the driver gone and the car unattended with windows up and doors locked. We left our share of handprints on the windows, taking in all of the white interior. I was 12 years old and that was the day I became a Mustang fan.

In May of 1965 my brother, father and I attended the Indianapolis Time Trials. Dad had seen noticed our interest in cars and wanted to introduce my brother and I to racing. Dad was an amateur movie photographer and had a press pass that allowed him into Gasoline Alley, my brother and I were happy to check out all of the cars parked in the infield while he filmed. I had something comparable to a 110 camera with me. While walking in the infield, my brother and I got to re-live the excitement of seeing our first Mustang all over again; we had found a 1965 GT350! I took pictures of it and never forgot the excitement we shared seeing it.

GT 350The photographs were 'lost' for decades. In March of 2008 I spoke with a GT350 owner about my recollection of seeing a GT350 at the 1965 time trials. He disagreed, feeling the car would not have been there in May 1965 and felt the year was 1966. The memory kept nagging at me, along with the doubt as to whether I recalled it correctly. In June of 2008 I attended the Mid America Ford Team Shelby Nationals in Tulsa, Oklahoma. Carroll Shelby, a number of original Shelby employees, and Shelby drivers attended. I asked Bill Neale if I was mistaken about seeing the car in May of 1965. He replied that it was quite possible that it was there because the GT350 had actually been developed by late 1964.

When I returned home I was determined to find the original pictures but a search of all photographs proved fruitless. Months later I recalled that all of my 'photographs' from the early 60's were actually taken with slide film and developed as slides. I had given them to my sister sometime in the late 60's because the majority featured her new son. They were mailed back so that I might review the slides box by box. The long lost Indy slides were there. I remembered the GT350, but had forgotten the picture of the Cobra. They were parked one row apart, the Cobra behind and one space to the right of the GT350. I hope the GT350 and Cobra enthusiasts enjoy the photos!

Cobra   GT 350

Richard Phillips
Oregon, OH

Notes: Howard Pardee believes the GT350 is most likely 5S085. In the last photo there is no GT350 emblem on the tail light panel. Another interesting detail of this photograph is the license plate bracket. Part of the photograph was taken through the windshield of the Cobra. What appears to be the 'end' of the photograph at the back of the GT350 actually continues below the bumper. The license plate bracket reads DEALER - NEW.

The owner of 5S486 before me was a good friend of my dad who lived in Culver City, CA. I remember him letting me sit in the car so I could play like I was driving, playing with the steering wheel and shifter and making engine sounds. As I got older "16" I wanted to buy the Shelby from him but he always said that he would never sell it, this went on for YEARS…. About a year after moving out of home I bought a house in 1977 in San Pedro CA, it had a big garage and shop in the back yard. My every day car at this time was a 56 Chevy Bel Air but I still thought of the Shelby. I called up again to see if my dad's friend would sell the car but all I got was the usual NO!.. About three months later, this was still 1977, I had located a 66 mustang hipo four speed fastback for $1200, with my money in my hand and a Thomas Guide I went out the front door and got in my car to go buy the mustang. Now this part is REALLY true, I got out of my car went back in the house to give my dad's friend one more call before leaving just to make sure he didn't change his mind. This was Wednesday afternoon, he let me know that he had just retired and was going to sell off a few cars to build a huge cabin in Oregon on the Columbia River. He said he would sell me the car for $5000 but I had to have the money by Saturday or he would keep the Shelby. I called up the guy with the mustang to let him know there was a change. After work on Thursday I went by the Bank of San Pedro to try and get a car loan, when I told the loan officer what the car was he let me know that the car was too old for a car loan. He noticed my last name and asked me if I knew who Andy Marincovich was so I let him know that he was my uncle. Well I guess they were friends from school so he gave me an unsecured personal loan for $4000, he said to come by on Friday for the check. I picked up the check on Friday after work so I could pick up the Shelby from my dad's friend on Saturday, he had moved to San Diego by now. My dad drove me down so he could visit with his friend as I took the Shelby home. My dad's friend passed away about two years ago in an accident. He was always pleased that I had taken care of the Shelby over the years. The car is a survivor car; it is pretty much as it left the Shelby factory. I changed the seat covers when I got the car because they were messed up by some mice before I had bought it. The rear bearings and rear seals are new. It still has the original fuel pump and the fuel filter has never been changed also the motor has never been out. Years back when my kids were younger I used the Shelby to teach them to drive a stick so I took out the aluminum Shelby tranny and put in a top loader and also removed the Detroit locker and put in a regular nine inch, the original tranny and Detroit locker are kept in the shop.

What I know about 5S486 is that was first sold at "I believe" High Performance Motors in El Segundo CA. As far as I know I am the second owner. Howard Pardee knows more about the car than I do. He let me know that it was built somewhat early on by Shelby but did not get a VIN until later. It has a later VIN but the battery is in the trunk, it was never under the hood and the hood is an early style.

Mike Marincovich, 5S486

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