Amelia Island

8 March 2014

Previous Next

Lot 147

1965 Shelby Mustang GT350 R

  • Chassis no. SFM-5R538

Sold for $984,500

Est. 450 bhp, 289/293 cu. in. OHV V-8, Holley 4756 “double pumper” 4V carburetor, Shelby aluminum intake manifold, Borg-Warner Sebring T-10 close-ratio four-speed transmission, competition independent front suspension with upper A-arms, lower single arms, coil springs, adjustable shock absorbers, and HD anti-roll bar, rear live axle with four semi-elliptic leaf springs, and ventilated front disc brakes with rear drum brakes. Wheelbase: 108 in.

  • Documented as the “winningest” Shelby ever, with 17 straight wins from 1968–1969, driven by Charlie Kemp
  • Ran at a clocked 184 mph at Daytona in 1968, the highest speed known for any 289-powered Shelby, including Cobras
  • Extensive racing history, including entries in Daytona and Sebring
  • Body panels are remarkably original and feature correct K-Code stampings
  • Extraordinary and fascinating history file, with original invoices, photographs, articles, and SAAC authentication documents
  • Eligible for all relevant historic races, including the 2014 Rolex Monterey Motorsports Reunion


Simon Charles Kemp grew up a racer. In 1953, at the age of 16, he started his first race in a ’49 Ford at the Speedbowl quarter-mile dirt track in Jackson, Mississippi, where he came in 3rd and never looked back.

Fords were a constant throughout Charlie’s racing career. In 1956, he started drag racing a supercharged ’55 Thunderbird, which he took to back-to-back state championships, and went on a run of three years unbeaten in any race. In between, he managed to letter in three sports in high school, go on to the University of Mississippi for an MBA, spend eight years in the National Guard, and then have a stint in center field for the semi-professional Hazlehurst Indians. But the big change in his life came in 1963, when he joined the Mississippi Region SCCA, which was followed by a 2nd place in his first sports car race in 1964. He soon bought a Lotus XI and was winning more often than not, and by 1966, he started at the American Road Race of Champions. Although he DNF’d at that event, his driving ability was becoming widely recognized, and it wasn’t long before his competition included names like A. J. Foyt, Mario Andretti, Stirling Moss, Peter Revson, Pedro Rodriguez, Jim Hall, Parnelli Jones, good friend Mark Donohue, and eventual race partner George Follmer. His racing career would extend over more than 30 years, taking him into Can-Am, where he raced a McLaren M8C, Lola T222s, and a Porche 917/10, which took him to a 1st place victory at the 1973 Can-Am Mosport, as well as running in the highly competitive European Interseries, all while managing to win a manufacturer’s title for GM in a Corvette. This was followed by two years (1974–1975) of piloting a Porsche Carrera RSR that was co-developed by Donohue and Pete Hamilton and the Kemp Cobra II Mustang prototype, of a Bob Riley design, for IMSA. (In its ultimate incarnation, this car was so highly developed for speed that it was “outlawed” by the sanctioning body.)


The factory competition variant of the iconic Shelby GT350, the GT350 R, was purpose-built for racing, and Shelby American extracted a hefty premium for the ultra-performance it commands. As a result, there were few produced (only 33 according to most sources), and they remain rare today. Chassis 5R538 was built in 1965, although first owner Roger West didn’t take possession until 1966, as noted in the SAAC Registry. West had some real success with it, including winning the SCCA Southeast Division Championship. But as he also started racing a Ford GT40 (number 1070) in 1967, he soon decided to let the Shelby go. Charlie Kemp had seen West race the Shelby and had been impressed. He was ready to move up to something with a little more power, so, in late December 1967, he put down $4,600 cash at Foreign Car Center in Birmingham, Alabama, and took West’s car home, along with a huge quantity of spares. But he got something along with the car that was worth more than everything else put together: Pete Hood, the GT350 R’s mechanic.

Anywhere old racers gather you can hear a story about Pete Hood. As Charlie Kemp says, “Pete is a rather independent cuss if there ever was one,” and as tall as the tales get, they’re probably true. After Charlie’s first race in 5R538 at Montgomery, Alabama, where he both broke the lap record and blew up the engine, “Pete adopted me and the car,” said Charlie, and came on as crew chief. They embarked on a program to make an already competitive car great, by tweaking the suspension, removing weight, and extracting every last ounce of horsepower out of the engine. By March, they had won the SCCA Regional at Daytona overall (highlighted by the famous “pass in the grass” of Robert Gray in his Corvette to take the win). This was soon followed by an overall victory in the Nationals and, eventually, the 1968, 1969, and 1970 Division Championships. Kemp and his GT350 R weren’t just the fastest thing in B-Production; they were just about the fastest things on the track. “There really was nothing that was faster in ’68 and ’69,” he said.

Ample evidence of that statement abounds. In 1968, he began his streak of 17 straight checkered flags, and at Riverside, he set a new top speed record for GT350 Rs. And then, when he got to Daytona in 1969, racing history was changed by Charlie forever.

Charlie Kemp had no reason to stay ahead of the A-Production ZL-1 Corvette in that race, and he had no reason to think he could outpace the aluminum-block, 427-cubic inch monster. But he did. Up until that point, Charlie reports he and Pete had kept the car under 7,200–7,400 rpm, which was all he had needed. However, when coming out of turn one of the “Big D” ahead of the Corvette, he kept his foot to the floor and pushed it to 8,400 rpm. He made it a race, pulling away from the Corvette on the straights and then losing ground in the turns. His gearing chart for the race (which is still extant among this car’s paperwork) and Daytona’s radar agree: along the long straight, with no chicane in those days, he hit 184 mph, not only the highest speed ever recorded for a GT350 R but also the highest known speed for any Shelby 289, including Cobras. “Carroll [Shelby] said it was the fastest one he’d ever seen,” said Charlie. “He said he didn’t understand how it went 184 mph...but it did.” An inspection after the race could find no evidence of cheating, and the most Pete Hood ever admitted to was a .030 overbore and 430–450 horsepower. “That record still staggers me—to move that brick through the air that fast. At first, we didn’t believe the timer,” he said. Through 1971, Charlie would start 54 races in the car, finish 42 of those and win 32, which was a remarkable, even astonishing achievement. Talladega even named their first sports car race after him in 1970, the Charlie Kemp Challenge. Ironically, few competitors wanted to enter just to lose to Charlie, and the race ended up as more of a scramble, with cars of all classes in the field. Fortunately for them, his oil filter let go, so he only finished 3rd, along with setting one of his 16 lap records.

The car briefly left Charlie’s hands during his Can-Am years, but he soon bought it back; thus making him is the second, fourth, and, to this day, the current owner. In the 2000s, he and Pete Hood restored it to full “as raced” specification in his signature #23 livery, which included the original Shelby American Torq-Thrust magnesium wheels, a pair of siamesed 22-gallon steel gas tanks for endurance racing, and even its original wood-rimmed steering wheel. As before, the Hood-modified suspension has been freshened, while the engine was completely torn down and rebuilt by Pete, but it still has the rare and original aluminum Cobra intake manifold (with a Pete Hood-modified Holley carburetor attached). As further testament to Charlie’s superb driving skills, the car was never in a major accident, and it retains most of its factory sheet metal, which includes the Ford inner fender K-Code stampings that are correct for Shelby chassis 5R538. The Shelby lightweight aluminum window frames, Plexiglas windows, and scores of other original pieces survived. Even the right-hand co-driver’s seat is the one that it was originally equipped with, and it complements the racing seat Kemp bought in 1968. While the car is not a turnkey racer, both Kemp and Hood are available to assist the new owner in preparing it for historic racing.

There are literally enough stories about Charlie Kemp, 5R538, and Pete Hood to fill a book (if you get the chance, ask them about the sabotage at Daytona). But unlike almost any other cars from the period, both men and this track weapon are still around to tell them. And tell they do. This Shelby has been impressively and painstakingly documented, and its stellar history, priceless photographs, and event artifacts have been collated in a bound aluminum-covered book, illustrating the timeless achievements of man and machine. This compendium includes copies of the MSO and factory order, notes of further competition upgrades by Shelby American team driver Lew Spencer, the factory invoice to Treadwell Ford, and even Charlie Kemp’s original Bill of Sale. In addition, the car will be sold with a valid title in Kemp’s name.

Within this much celebrated and ultra-successful racing car, made by an iconic maker, lies an investment-grade opportunity to pick up where Charlie Kemp left off: to write the next chapter of the book and reintroduce a new generation of drivers to that sinking feeling that comes when the #23 GT350 R appears behind you.

Chassis 5R538 also earned status as the subject of AFAS artist Bill Neale’s painting and lithograph titled Mustang Charlie (signed, appropriately enough, or not, “F*** you, Kemp” by Carroll Shelby).

The chance to acquire a GT350 R with significant race history doesn’t come often. But there is only one “winningest” Shelby, and with driver Charlie Kemp and crew chief Pete Hood on your team, it’s the closest one could possibly come today to racing in the 1960s. “It has been a winner,” said Charlie. “Everybody who drove that car won races in it. It’s kind of a magical car... some cars are just that way.”


Please note that while this car includes an Arizona title as a chain of ownership only, the vehicle is a race car/not street legal and, therefore, will be sold on a Bill of Sale only.

Please contact our exclusive automotive transportation partner, Reliable Carriers, for a shipping quote or any other information on the transport of this vehicle.

Alexander Weaver

+1 864 313 6844
California, United States

Alexander Weaver joined RM Sotheby’s in 2011 as a Car Specialist after graduating from Furman University in South Carolina. Born... read more

Augustin Sabatié-Garat

+44 (0) 74 1511 4179
United Kingdom

Augustin Sabatié-Garat joined RM Europe in 2012 as a Car Specialist after more than a decade in the collector car hobby. Gradua... read more

Barney Ruprecht

+1 203 912 7168
Ontario, Canada

Barney’s interest in classic cars began at an early age after being introduced to his father’s all-original 1965 Porsche 911. Barney l... read more

David Swig

+1 415 302 2247
California, United States

David Swig joined RM Sotheby’s West Coast division as a Car Specialist in May 2015. David is a life-long automobile enthusi... read more

Don Rose

+1 617 513 0388
United States

Don joined RM in 2006 after several years of professionally trading sports and classic cars, and after earning a reputation as a noted... read more

Donnie Gould

+1 954 566 2209
Florida, United States

Donnie Gould joined the RM team in 2002 as a partner and Car Specialist after more than two decades in the vintage automobile auction ... read more

Gord Duff

+1 519 352 4575
Ontario, Canada

Gord Duff began his journey with RM Sotheby’s in 1998. Since then, he has gained an intimate knowledge of a variety of marques a... read more

Jake Auerbach

+1 310 559 4575
California, United States

Jake Auerbach got his start in the automotive industry at an early age, spending his summers during high school working at a classic c... read more

Kurt Forry

+1 717 623 1638
California, United States

Having worked for Bonhams’ Automobilia department for over 10 years, Kurt Forry joined RM Sotheby’s with more than a decad... read more

Matt Malamut

+1 805 231 6410
California, United States

A long-time car enthusiast and Southern California native, Matt studied Automotive Technology at San Diego Miramar College and complet... read more

Michael Squire

+44 (0) 20 7851 7070
United Kingdom

Michael Squire joined RM Sotheby’s European Division in the summer of 2016. He comes to RM with a prestigious racing background ... read more

Mike Fairbairn

+1 519 352 4575
Ontario, Canada

As one of the three founding partners of RM Sotheby’s, Mike has a long-standing interest in the classic car industry. Graduating... read more

Oliver Camelin

+44 (0) 75 0110 7447
United Kingdom

With an extensive background in exotic sports car history and sales, a particular passion for American curves, and fluency in three la... read more

Paul Darvill

+44 (0) 20 7851 7070
United Kingdom

Paul Darvill joined the RM Sotheby’s European team at the beginning of 2015. Paul holds a degree in French and Politics from the... read more

Pete Fisher

+1 519 784 9300
Ontario, Canada

Pete Fisher was first introduced to antique cars in high school, working for Classic Coachworks in his hometown of Blenheim, Ontario. ... read more

Shelby Myers

+1 310 559 4575
California, United States

Shelby Myers grew up with the classic car industry infused into every aspect of his life. He had the unique opportunity to watch the R... read more

Tonnie Van der Velden

+31 653 84 19 60
United Kingdom

Tonnie Van der Velden joined RM Sotheby’s European division in September 2015 as a Car Specialist. A lifelong enthusiast, Tonnie... read more