The Rolls-Royce Phantom II was the third and last of Rolls-Royce's 40/50 hp models, replacing the New Phantom in 1929. It used an improved version of the New Phantom engine in an all-new chassis. A "Continental" version, with a short wheelbase and stiffer springs, was offered.
The Phantom II used a refinement of the New Phantom's 7.7 L (7,668 cc or 467.9 cu in) pushrod-OHV straight-6 engine with a new crossflow cylinder head. Unlike on previous 40/50 hp models, the engine was bolted directly to the 4-speed manual transmission. Synchromesh was added on gears 3 and 4 in 1932 and on gear 2 in 1935. Power was transmitted to the rear wheels using an open driveshaft, a hypoid bevel final drive, and Hotchkiss drive, replacing the torque tube from a remotely mounted gearbox used on earlier 40/50 hp models.
The chassis of the Phantom II was completely new. The front axle was mounted on semi-elliptical leaf springs as on earlier 40/50 hp models, but the rear axle was now also mounted on semi-elliptical springs instead of cantilever springs. This, along with the drivetrain changes, allowed the frame to be lower than before, improving the handling. The 4-wheel servo-assisted brakes from the Phantom I were continued, and the Bijur centralized lubrication system from the Springfield-built Phantom I was included on all Phantom II chassis.
The standard wheelbase of the Phantom II was 150 inches (3,800 mm). A 144 inches (3,700 mm) short-wheelbase chassis was also available.
A total of 1,681 Phantom II chassis of all types were built.