The Series II Discovery debuted in autumn 1998, four years after BMW's acquisition of Rover Group from British Aerospace in 1994. Land Rover promoted that the Discovery Series II had been modified with 720 'differences'. The interior and exterior were reworked to be less utilitarian, but it was still clearly an evolution of the Series I. Every body panel had been altered, except the outer skin on the rear doors. The rear body was extended to improve load space, and to now accommodate full-size adults on all seven seats on the SE7 option, as well as make them all forward facing, but at the expense of added rear overhang, which slightly reduced the car's departure angle when off-roading.

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