1964 1/2 Shelby Mustang GT350.CR

  • VIN: 5R07U103517
  • Stock: 170156
  • Mileage:  
  • Color: Blue with Orange Stripes
  • Trans: 4-Speed Automatic
  • Engine: 302 V8
  • Drivetrain: RWD

1964 ½ GT350.CR Shelby Mustang Prototype for sale in Draper, UT 84020


This one-of-a-kind Mustang is a prototype built for Carroll Shelby by Sir Jon Wilhelm.  His company, Wilhelm Motor Works, was a Shelby licensee, empowered to build GT 350CR (Convertible Retractable) vehicles, among others.  This vehicle was designed by Wilhelm Motor Works, while a Shelby licensee.  Shelby revoked the license before this vehicle was completed.  Work on it was halted during a period of lawsuits, and it was completed recently, subsequent to the duration of the Shelby license.  For this reason, it has Wilhelm Motor Works markings and is called a “CR350”.

Carroll Shelby told Jon Wilhelm that his favorite color combinations were blue and orange, as depicted on the GT 40 Gulf racer.  This CR350 has updated colors from House of Kolor (TruBlue and Tangelo).  Executives from Shelby examined this vehicle but did not decide to continue the Retractable program.


This fine vehicle is the Mustang Club of America (MCA) Grand National Champion (modified, trailered division, aka show car division).  It was displayed at SEMA in Las Vegas as a featured vehicle.  It wins at every car show that it is shown.


No expense has been spared on this prototype vehicle.  It has the best products available for Mustangs.  The engine is a tricked out 302 V8 with special products to give it plenty of power while still keeping it manageable.  It has an AOD transmission and posi-traction to its rear wheels.  It has an SSBS 4-wheel disc brake system that is radical and efficient.


Virtually everything under the hood is not only new but top of the line.  Most parts are polished aluminum, and the headers are JBA titanium shorties.  This car received a complete rotisserie restoration, with every bolt, wire and part being replaced or completely refurbished.  The vintage metal hood has been altered to look like a vintage Shelby from the side, but the scoop is active and resting on the engine, providing a true shaker effect.  This shaker hood is the first known example of this unique combination.


The blue and black interior is completely custom, featuring the Wilhelm ambigram logo (can be read in either direction).  The dashboard has been shaved to display the beautiful bones of the metal dash underneath the typical 1964 1/2 padding.  All instruments are new, as is the modern air conditioning system from Old Air Products.  The seats are re-created from the original frames, but the bucket front seats have modern bolsters and headrests.


The carbon fibre, rear decklid was custom built for this prototype to reflect the Shelby influence of the 67/68 rear spoiler.  Two additional inches were needed in trunk space height to conceal the retractable top.  Those two inches were concealed nicely within the spoiler, and the look is very much Shelby.


Other design cues went into the carbon fiber top to produce a look that more closely resembles the feel of a convertible top.  All hardware is billet aluminum and handmade.  The material used on the covering of the top is similar to what is found on a higher end BMW.  The top is operated manually, but the lightweight carbon fiber make its manipulation quite manageable by most adults.


The retractable system was originally designed by Ben Smith, a Ford engineer who had successfully introduced the 1957 through 1959 Skyliner.  Ford commissioned him to build one Mustang retractable.  It was completed and subsequently rejected by Ford.

Sir Jon Wilhelm is credited for approaching Shelby in the early 2000s to suggest that he might consider re-entering the Ford market with Shelby products (at the time, he was building Oldsmobile’s, calling them the Series 1).  Shelby was not interested in working with Ford, but gave Wilhelm the worldwide rights to the Shelby Mustang.


Wilhelm brought the Eleanor to market first, calling it the GT 500E (for Eleanor).  The success of that venture made the market for 67 and 68 Fastbacks go through the roof.  Less desirable Coupes remained plentiful (about 5 times more in quantity), and they were relatively cheap.  Wilhelm proposed building retractables and convertibles and renewed his license with Shelby in 2005 to build, among other models, the GT 350CR.  This 1964 1/2 prototype is the first car built as a convertible retractable with the Shelby appointments and styling cues.


This fine car has vintage California plates and has only been licensed in California.  It has been jigged and trued to near perfection by The Restomod Shop in Stockton, California.  Final assembly and alterations were made at Showcase Rods and Customs in Salt Lake City.


This vehicle is part of Sir Jon Wilhelm’s personal collection.  It has very few miles on it since it was made into a prototype vehicle.  A portion of the proceeds of this sale will go to the Carroll Shelby Children’s Foundation.  May he rest in peace.



Modified 302 V8 with mild cam and modified heads

Approximately 350 HP

Custom heads, aluminum components, racing oil pan

Custom and active shaker hood scoop

Fuel technologies 650 cfm carburetor

Ringbrothers hood hinges with custom fender bolts

Metric AOD transmission, modified for higher HP

8-inch Curry limited slip rear axle

Custom black and carbon fiber blue interior with embedded logo

Center console

Wood grained steering wheel

Power rack and pinion

Shaved metal custom dashboard

Modern stereo that fits vintage hole in dash

Custom Retro belt seatbelts

TCI Outlaw shifter

Anti-noise and heat shields and insulation

Ford logo floor mats

Old Air air conditioning system

Custom retractable top conversion

Aluminum billet attachment hardware, custom built

Reversed trunk lid with custom Shelby spoiler

Custom hinges and hardware to support rear deck lid

Upholstered trunk compartment

Halogen tri-bar headlamps

Ground effects

Metal front hood with Shaker hole

Frenched gills in front grill area

Shaved side scoops

Shelby front air dam, modified for front bumper

House of Color Tru Blue and Tangelo paint

17 coats of paint, including white pearl

Custom Lemans Stripes with added center stripe for retractables

Side badging stripes for G.T.350CR designation

Custom gas filler cap

3-point direction LED rear taillights

18-inch American Racing Torque Thrust 2 rims with Goodyear Z-rated tires, spinners

4-wheel disc brakes, oversized from SSBS

Full rotisserie restoration


Please call (402) 502-8385 for more information.


*Caveat Emptor* Please Remember to Inspect Vehicle Prior To Purchase!



Options and Standard Features
Basic Information
  • Stock Number: 170156
  • VIN Number: 5R07U103517
  • Model Year: 1964
  • Make: Shelby
  • Model: Mustang
  • Style Name: GT350.CR - 1964.5 0 Dr
  • Vehicle Type: Convertible
  • Interior Color: Black/Blue
  • Exterior Color: Blue With Orange Stripes
  • Fuel Type: Gasoline
  • Engine Description: 302 V8
  • Transmission: 4-Speed Automatic
  • Drive Train Type: RWD
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We make every effort to present information that is accurate. However, it is based on data provided by the vehicle manufacturer and/or owner and other sources and therefore exact configuration, color, specifications & accessories should be used as a guide only and are not guaranteed. We are not liable for any inaccuracies, claims or losses of any nature. Inventory is subject to prior sale and prices are subject to change without notice and cannot be combined with any other offer(s). The price for listed vehicles as equipped does not include other charges such as: License, Title, Registration Fees, State or Local Taxes, Smog Fees, Credit Investigation, Optional Credit Insurance, Physical Damage of Liability Insurance, Delivery Fees, Finance and/or Documentation Fees. Any and all differences must be addressed prior to the sale of this vehicle.
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