Double Restoration

First GT350 first restored to Ford specs, then to Shelby standards
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Story by Donald Farr; Photos by Al Rogers

The historic first Shelby Mustang was re-restored as it was originally built — first as a 1965 Hi-Po fastback, then converted into a GT350 per Shelby American in 1964.

The historic first Shelby Mustang was re-restored as it was originally built — first as a 1965 Hi-Po fastback, then converted into a GT350 per Shelby American in 1964.

Three years ago, Florida car-collector Nick Smith acquired the most collectible of all Shelby Mustangs — 5S003, the prototype for the street 1965 GT350 and the first GT350 completed at Shelby American in late 1964. Although previously restored to award-winning concours condition by former owner Mark Hovander, Smith established his own ambitious goal for the historic GT350: “It’s the first Shelby Mustang so it should be the best Shelby Mustang.”

That objective set the stage for a “re-restoration,” one that would make history as the only Shelby Mustang restored as it was originally built — first as a concours-spec 1965 Mustang 2+2 fastback as assembled by Ford, then converted into a GT350 in much the same manner as it was built by Shelby American.

1965 GT350 003 In Factory  Form A324
With the help of Mike Trusty, overhead drone views show the first Shelby GT350 in both Ford and Shelby form.

With the help of Mike Trusty, overhead drone views show the first Shelby GT350 in both Ford and Shelby form.

Building the first Shelby GT350

Following the introduction of the 1965 Mustang in April 1964, Ford Motor Co. President Lee Iacocca set out to add a high-performance image to his wildly successful sporty compact. With an optional 289 High Performance K-code engine on the way and a fastback body style scheduled for summer, Iacocca reached out to Carroll Shelby with a request to create a Mustang “sports car” for road racing. Shelby accepted the challenge upon learning that removing the rear seat would make the Mustang a two-seater, thus qualifying it as a “sports car” in the eyes of the SCCA. The car’s name, GT350, was established when, during a contentious meeting with Ford executives to name the new car, Shelby asked an employee to estimate the distance between shop buildings. The answer was “350 feet” (or steps, depending on which version of the story Carroll was telling). “GT350 is what we’ll call it,” Shelby announced, even though “350” didn’t represent either horsepower or cubic inches.

To legalize the GT350 for the 1965 racing season, the SCCA mandated 100 street models be built by January. In October 1964, Shelby placed orders for three Wimbledon White 1965 Mustang Hi-Po fastbacks to serve as prototypes — two as competition models and one as the GT350 street car. The street version would be completed first because it was easier to build and, more importantly, it was needed for promotional purposes. And although someone quickly greased-penciled “5S001” on the firewall, when Shelby American finally affixed VIN tags to the trio of prototypes in early 1965, the street car mistakenly became 5S003.

As a prototype and promotional car, Shelby GT350 003 wore standard Kelsey-Hayes steel wheels on the driver’s side and optional Cragar wheels on the passenger side.

As a prototype and promotional car, Shelby GT350 003 wore standard Kelsey-Hayes steel wheels on the driver’s side and optional Cragar wheels on the passenger side.

To avoid duplication of effort, the three prototype Mustang fastbacks in Wimbledon White were special-ordered to delete certain components and substitute others. The fastback that would become the street prototype arrived at Shelby American’s Venice, Calif., shop in “knocked-down” form without a hood, hood latch, rear seat, seat belts, rocker panel moldings and grille ornamentation, because those parts were not needed for the GT350 conversion. The fastback also rolled off out of Ford’s San Jose assembly plant with Kelsey-Hayes 15-in. steel wheels instead of the V-8 Mustang’s standard 14-in. wheels.

As a prototype, 5S003 was used to install the street GT350 modifications, including the 306-hp 289-cid V-8 “Cobra” upgrades, handling suspension, scooped hood and twin over-the-top stripes in Guardsman Blue. To show both the standard and optional wheels in photos, the car was initially equipped with the factory-supplied 15-in. steel wheels on the driver’s side and optional Cragar wheels on the passenger side. Identified by its small “G.T. 350” decals on the front fenders (not used on later production cars), the first completed Shelby GT350 was quickly utilized for photography, marketing and advertising.

The high-performance Mustang 289-cid V-8 was delivered to Shelby with Kelsey-Hayes 15-in. steel wheels instead of 14-in. wheels.

The high-performance Mustang 289-cid V-8 was delivered to Shelby with Kelsey-Hayes 15-in. steel wheels instead of 14-in. wheels.

The GT350 conversion included moving the spare tire to behind the front seats. The battery was also moved to the trunk for improved weight transfer.

The GT350 conversion included moving the spare tire to behind the front seats. The battery was also moved to the trunk for improved weight transfer.

In the spring of 1965, 5S003 was updated to production specifications and sold. Over the next 50 years, the historic first GT350 passed through numerous owners and managed to survive many years of vintage racing. Eventual owner Mark Hovander (2008-’18) restored 5S003 to its original prototype configuration in 2014, completing the project in time to display the car at the Amelia Island Concours and other shows.

The road to re-restoration

Current owner Nick Smith praises Hovander’s efforts, which resulted in several major awards. “Mark did an amazing amount of research and restored the car to a very high level,” Smith said, “but I thought we could take it to the next level.”

Smith started his effort by inviting respected early-Mustang and Shelby experts to inspect the car to recommend improvements. One highly regarded restorer made an impression. “He asked me who should do the work,” recalls Charles Turner, former Mustang Club of America head judge and current 1965 GT350 head judge for the Shelby American Automobile Club. “After some discussion, he said, ‘What about you?’”

Turner accepted the challenge to lead the project, which began with the idea to refreshen the car by simply replacing reproduction parts with OEM or NOS. By the time the GT350 arrived at Turner’s North Carolina shop in early 2019, the “to do” list had expanded to include refurbishing the engine compartment and updating or re-restoring parts throughout the car. With the fastback partially disassembled, Turner and Smith broached the idea of repainting the entire car because the existing paint had been buffed to perfection, quite different from Ford factory paint in 1964. Soon, the project evolved into a rotisserie “re-restoration” for 5S003 with the goal of making it the best GT350 in existence and validating the effort by scoring top awards at three prestigious 2019 judging events: the MCA Grand National, SAAC-44 and the Muscle Car & Corvette Nationals (MCACN).

A close-up of the Shelby three-spoke steering wheel and special dash-top pod for the tach and oil pressure gauge.

A close-up of the Shelby three-spoke steering wheel and special dash-top pod for the tach and oil pressure gauge.

After missing the MCA and SAAC shows due to typical restoration delays, and with the completion deadline to make MCACN closing in, Turner suggested a more timely possibility: display the car at MCACN as originally built by Ford and delivered to Shelby American, then later build it into a GT350 per Shelby American in 1964.

“That really took me aback because it sounded like more work, more time, maybe even more money,” Smith said. “But it was an interesting idea. So many Shelbys have been restored, but they were never taken back to the way they were as a Mustang. I told Charles to do it.”

The Ford-supplied four-speed shift handle.

The Ford-supplied four-speed shift handle.

With that decision, 5S003’s re-restoration took on a new significance as the only Shelby GT350 first restored as a specially ordered “knocked-down” Hi-Po fastback, then converted into a GT350 just as Shelby American had done it in late 1964.

With access to the car’s original build order, Turner knew exactly how the Mustang had been built at Ford’s San Jose assembly plant. Turner stripped the car to its unit-body, taking care to protect factory and Shelby markings that Hovander had carefully replicated. Turner notes that sheet metal and welding modifications originally made by Shelby American — such as the openings for override traction bars and holes for the lowered front A-arms — were left intact. On May 31, 2019, the fastback body was transported to Jason Billups at Billups Restoration for factory-spec paint, including the engine compartment and underside.

When the painted fastback body returned to Turner in September, the trailer also carried a well-preserved 1965 Mustang hardtop that Turner had found in California. “It was very original,” Turner says. “It was built at San Jose less than two weeks before 5S003 so the date codes were correct.” Because 5S003 had been converted into an R-model in the 1980s and raced in many vintage-race events, very few original parts remained on the car. Usable parts from the hardtop were compared to parts on 5S003 and the best from both cars were restored by Turner or sent out to specialists. In the end, many original San Jose assembly line parts from the hardtop were used. “The car is now about as correct as you can get for a late-1964 San Jose-built Mustang,” Turner says.

The white hoodless fastback that showed up at MCACN in November 2019 looked odd among the gathering of the world’s most immaculately restored muscle cars. Under the scrutiny of a MCA judging team, the fastback with different wheels on each side earned a MCACN Gold award in its configuration as a “knocked-down” 1965 Hi-Po Mustang fastback, validating the restoration work done to that point.

Following MCACN, Smith and Turner scheduled the car’s conversion into the 5S003 GT350 prototype for April 2020 at Smith’s facility in Stuart, Fla. However, when COVID-19 shut down the state, the project was postponed. Eventually, the Shelby build was rescheduled for late August at Billups Restorations in Oklahoma. As much as possible, the build followed Turner’s best guess at Shelby American’s procedures from 1964. Billups offered the use of his lift; Turner elected to build the car into a GT350 on jack-stands as it was done at Shelby American.

One of the more difficult assignments was the deletion of the stud-mounted “289 High Performance” fender emblems (which would be eliminated from factory builds for future GT350s). After removing the emblems, the fresh white paint was sanded down and the factory holes filled with lead, just as it had been done in 1964, before repainting the fenders from the body line down.

A vintage photo provided the team with a guide to replicate 5S003’s prototype fiberglass scooped hood. Produced by a Shelby hood specialist using original 1965 fiberglass panels, the hood is rougher underneath than production versions and does not have the screen in the scoop opening as found in later cars.

Turner notes that Mark Hovander had spent countless hours locating the earliest known 1965 GT350 parts, so all the key Shelby components were already with the car. Most of those parts received attention or re-restoration to look brand-new.

Over three days, the conversion team reinstalled the original or NOS GT350 parts: November 1964-dated Koni shocks; Traction Master override traction bars; Tri-Y headers with side-exiting exhaust; no-part-number aluminum intake with late-1964-dated Holley “center-pivot” 715 cfm carburetor; “Cobra” aluminum valve covers and early no-part-number oil pan; Ray Brown competition seat belts; and instrument panel pod for mock-up tachometer and oil pressure gauges. Larger Galaxie station wagon rear drum brakes were also added per 5S003’s original build; these would be installed at the assembly plant on later production GT350s.

After three days of transformation work, 5S003 was completed as a GT350 on Sept. 2, 2020. With argent steel wheels on one side and Cragars on the other, the car replicates its appearance some 56 years earlier as used for Shelby American promotional photography and magazine articles.

A who’s who of experts

Although Turner admits that he managed the bulk of the effort to re-restore 5S003, he gives much credit to Jason Billups and the Billups Restoration crew along with Nick Smith’s employee Kris Hague. Turner is the also the first to say that the completed project is the culmination of contributions from many in the Mustang and Shelby universe, including Jim Cowles, John Brown, Dan Case, Jeff Speegle, Bob Perkins, Howard Pardee, Drew Pojedinec, Bob Gaines and Marcus Anghel. Turner is thankful to have discussed the re-restoration project with former Shelby American employees Chuck Cantwell, Peter Brock and Bruce Junor. Additionally, 5S003’s original owner, Bill Moir, provided many unique details about the car.

Finally, Smith and Turner credit previous owner Mark Hovander for his tireless research into 5S003 and the work done during the car’s previous restoration. “Mark documented the car beyond anything I’ve ever seen,” said Smith.

After a year of canceled shows, Smith and Turner plan to return to their bucket-list of triple-crown top awards for 2021 by entering 5S003 in the Division 1/Thoroughbred/Pinnacle (no reproduction parts) classes at SAAC-46, the MCA Grand National and MCACN in November.

Owner Nick Smith with the 1965 GT350 003 Shelby Mustang prototype during its debut at the Fall Classic of the Indiana SAAC (Shelby American Automobile Club) Day-View in French Lick, Ind.

Owner Nick Smith with the 1965 GT350 003 Shelby Mustang prototype during its debut at the Fall Classic of the Indiana SAAC (Shelby American Automobile Club) Day-View in French Lick, Ind.

Restoration Back to Hi-Po Mustang

Shelby 003 undergoes the media blasting process at Billups Classic Cars in Colcord, Okla. The media blasting of the undercarriage was done by Randy Brison and Scott Billups. Billups Classic Cars received 003 disassembled and ready for media blasting, body and paint work.

Shelby 003 undergoes the media blasting process at Billups Classic Cars in Colcord, Okla. The media blasting of the undercarriage was done by Randy Brison and Scott Billups. Billups Classic Cars received 003 disassembled and ready for media blasting, body and paint work.

The bead blasting process uses a less aggressive approach for removing the paint and material. A gentle process is vital when looking for factory-applied markings.

The bead blasting process uses a less aggressive approach for removing the paint and material. A gentle process is vital when looking for factory-applied markings.

Factory markings are covered with protective tape during the media blasting process to keep them intact and undisturbed.

Factory markings are covered with protective tape during the media blasting process to keep them intact and undisturbed.

Shelby 003 after the media blasting process and with red oxide and gray primer applied to the metal surfaces.

Shelby 003 after the media blasting process and with red oxide and gray primer applied to the metal surfaces.

The factory markings covered during the media blasting process have been uncovered.

The factory markings covered during the media blasting process have been uncovered.

Inside the trunk, the car was marked “Special” in grease pencil, and this detail was preserved during the media blasting process.

Inside the trunk, the car was marked “Special” in grease pencil, and this detail was preserved during the media blasting process.

The media-blasted floor pan with red oxide and gray primer applied.

The media-blasted floor pan with red oxide and gray primer applied.

Jason Billups prepares the floor pan for the final paint application.

Jason Billups prepares the floor pan for the final paint application.

The entire floor was then painted in the proper batch finish used at Ford Motor Co.’s San Jose assembly plant. Batch paint is a blend of various colors, and each plant had a different batch paint.

The entire floor was then painted in the proper batch finish used at Ford Motor Co.’s San Jose assembly plant. Batch paint is a blend of various colors, and each plant had a different batch paint.

The instrument panel was painted black, and Wimbledon White was sprayed over the rest of the car’s passenger compartment.

The instrument panel was painted black, and Wimbledon White was sprayed over the rest of the car’s passenger compartment.

Per the factory method, the fenders, deck lid and lower valance panels were painted separately from the 003 body shell.

Per the factory method, the fenders, deck lid and lower valance panels were painted separately from the 003 body shell.

The inner fender aprons, core support, cowl and engine bay was painted factory black and received the factory-correct markings.

The inner fender aprons, core support, cowl and engine bay was painted factory black and received the factory-correct markings.

Jason Billups and Skeeter White install a 3M body bag to the undercarriage and wheel wells of 003 to prevent unwanted overspray from getting on the exterior finish.

Jason Billups and Skeeter White install a 3M body bag to the undercarriage and wheel wells of 003 to prevent unwanted overspray from getting on the exterior finish.

Skeeter White applies the RM UNO Wimbledon White single-stage paint to the 1965 GT350 003 Shelby Mustang at Billups Classic Cars in Colcord, Okla.

Skeeter White applies the RM UNO Wimbledon White single-stage paint to the 1965 GT350 003 Shelby Mustang at Billups Classic Cars in Colcord, Okla.

1965 GT350 003 in Final Paint at BCC A004
RM UNO Wimbledon White single-stage paint on the 1965 GT350 003 Shelby Mustang body shell at Billups Classic Cars in Colcord, Okla. From here, the car was shipped back to North Carolina on this special dolly to be assembled to Ford Motor Co. factory form as it was built in San Jose as a high-performance K-code Mustang.

RM UNO Wimbledon White single-stage paint on the 1965 GT350 003 Shelby Mustang body shell at Billups Classic Cars in Colcord, Okla. From here, the car was shipped back to North Carolina on this special dolly to be assembled to Ford Motor Co. factory form as it was built in San Jose as a high-performance K-code Mustang.

Transformation From K-Code Mustang to Shelby GT350

As a prototype and promotional car, Shelby GT350 003 wore standard Kelsey-Hayes steel wheels on the driver’s side and optional Cragar wheels on the passenger side.
Jason Billups (left) and Skeeter White pre-fit the one-of-a-kind fiberglass Shelby 003 hood.

Jason Billups (left) and Skeeter White pre-fit the one-of-a-kind fiberglass Shelby 003 hood.

Shelby GT350 performance enhancement parts laid out and ready for the 003 transformation. These rare Shelby parts replaced some factory-installed components during the 003 1965 GT350 transformation. In 1964, Shelby laid out the parts in a similar manner prior to the installation on 003 and others.

Shelby GT350 performance enhancement parts laid out and ready for the 003 transformation. These rare Shelby parts replaced some factory-installed components during the 003 1965 GT350 transformation. In 1964, Shelby laid out the parts in a similar manner prior to the installation on 003 and others.

Charles Turner and Kris Hague positioned the Hi-Po K-code Mustang on jack stands to start the 003 GT350 transformation process. The work is being done on jack stands at ground level just as it was done at Shelby American’s Venice, Calif., facility in 1964.

Charles Turner and Kris Hague positioned the Hi-Po K-code Mustang on jack stands to start the 003 GT350 transformation process. The work is being done on jack stands at ground level just as it was done at Shelby American’s Venice, Calif., facility in 1964.

Shelby American installed a rear axle dampener, so this component was restored on GT350 003.

Shelby American installed a rear axle dampener, so this component was restored on GT350 003.

The Ford high-performance 289-cid V-8 engine is prepped for the installation of the Shelby aluminum intake manifold and valve covers.

The Ford high-performance 289-cid V-8 engine is prepped for the installation of the Shelby aluminum intake manifold and valve covers.

Kris Hague and Charles Turner start the process of removing parts for the 003 Shelby engine transformation from Ford Hi-Po 289 to Shelby GT350 specs.

Kris Hague and Charles Turner start the process of removing parts for the 003 Shelby engine transformation from Ford Hi-Po 289 to Shelby GT350 specs.

The Shelby GT350 used a Holley carburetor, Cobra aluminum intake manifold and Cobra aluminum valve cover on the 289-cid V-8.

The Shelby GT350 used a Holley carburetor, Cobra aluminum intake manifold and Cobra aluminum valve cover on the 289-cid V-8.

Casey Kelly (left) and Kris Hague install the replacement Holley carburetor.

Casey Kelly (left) and Kris Hague install the replacement Holley carburetor.

The hood latch assembly was deleted from the 003 GT350 fiberglass hood. The hood pin has the role of keeping the hood secure and in place.

The hood latch assembly was deleted from the 003 GT350 fiberglass hood. The hood pin has the role of keeping the hood secure and in place.

The completed hood pin cover in place on Shelby GT350 003’s unique hood. A rubber bushing was created by Charles Turner to prevent marring of the metal plate.

The completed hood pin cover in place on Shelby GT350 003’s unique hood. A rubber bushing was created by Charles Turner to prevent marring of the metal plate.

The high-performance Mustang 2+2 fastbacks were delivered from Ford to Shelby American with these emblems in place on the front fenders. Shelby American removed them, so Billups Classic Cars will do the same.

The high-performance Mustang 2+2 fastbacks were delivered from Ford to Shelby American with these emblems in place on the front fenders. Shelby American removed them, so Billups Classic Cars will do the same.

003 requires the removal of the fender emblems and badging.

003 requires the removal of the fender emblems and badging.

The emblem holes in the fender were filled using a process with lead as the component. The area is shown as it was prepared for the lead application and with the holes filled.

The emblem holes in the fender were filled using a process with lead as the component. The area is shown as it was prepared for the lead application and with the holes filled.

Scott Billups grinds the lead where the “Mustang 2+2” front fender emblems were originally located.

Scott Billups grinds the lead where the “Mustang 2+2” front fender emblems were originally located.

Scott Billups applies glazening filler over the lead on the front fenders.

Scott Billups applies glazening filler over the lead on the front fenders.

Jason Billups applies the single-stage Wimbledon White paint to the repaired area on the 003 Shelby front fenders.

Jason Billups applies the single-stage Wimbledon White paint to the repaired area on the 003 Shelby front fenders.

The racing stripe layout process incorporated an illustration showing the proper location and spacing of the “G.T. 350” logo.

The racing stripe layout process incorporated an illustration showing the proper location and spacing of the “G.T. 350” logo.

Skeeter White applies the tape template for the “G.T. 350” graphics.

Skeeter White applies the tape template for the “G.T. 350” graphics.

Jason Billups and Skeeter White taped off the borders of the stripes and graphics before the Guardsman Blue paint was sprayed.

Jason Billups and Skeeter White taped off the borders of the stripes and graphics before the Guardsman Blue paint was sprayed.

Jason Billups applies the single-stage Guardsman Blue paint as part of the Shelby GT350 003 package.

Jason Billups applies the single-stage Guardsman Blue paint as part of the Shelby GT350 003 package.

The Guardsman Blue paint stripes and graphics hand-applied by Jason Billups and Skeeter White at Billups Classic Cars in Colcord, Okla.

The Guardsman Blue paint stripes and graphics hand-applied by Jason Billups and Skeeter White at Billups Classic Cars in Colcord, Okla.

Jason Billups applies the racing stripes.

Jason Billups applies the racing stripes.

The striped and partially assembled body of Shelby GT350 003.

The striped and partially assembled body of Shelby GT350 003.

The original Shelby Mustang GT350 serial number tag (5S 003) is prepped for reinstallation on the driver’s side fender apron.

The original Shelby Mustang GT350 serial number tag (5S 003) is prepped for reinstallation on the driver’s side fender apron.

The iconic Mustang “running horse” was relegated from the fender to the driver’s side grille of the GT350. On only this first GT350, 003, Shelby American installed a “GT350” decal to the fender, which was reinstalled in the restoration process.

The iconic Mustang “running horse” was relegated from the fender to the driver’s side grille of the GT350. On only this first GT350, 003, Shelby American installed a “GT350” decal to the fender, which was reinstalled in the restoration process.

Head-To-Head Comparison

BEFORE SHELBY GT350 - The perfectly restored high-performance Mustang interior. Note the absence of a rear seat and carpeting, as this is how the cars were delivered to Shelby.

BEFORE SHELBY GT350 - The perfectly restored high-performance Mustang interior. Note the absence of a rear seat and carpeting, as this is how the cars were delivered to Shelby.

AFTER SHELBY 350GT -  Note the wide lap belts and the pod atop the instrument panel containing an oil pressure gauge and tachometer inside the interior of Shelby GT350 003.

AFTER SHELBY 350GT - Note the wide lap belts and the pod atop the instrument panel containing an oil pressure gauge and tachometer inside the interior of Shelby GT350 003.

BEFORE SHELBY GT350 -  The stock, as-delivered-by-Ford high-performance Mustang chassis.

BEFORE SHELBY GT350 - The stock, as-delivered-by-Ford high-performance Mustang chassis.

AFTER SHELBY GT350 -  Shelby GT350 003 received side-exiting exhaust as well as suspension upgrades to improve handling.

AFTER SHELBY GT350 - Shelby GT350 003 received side-exiting exhaust as well as suspension upgrades to improve handling.

BEFORE SHELBY GT350 - The high-performance K-code 289-cid V-8, as delivered from Ford, was capable of 271 hp.

BEFORE SHELBY GT350 - The high-performance K-code 289-cid V-8, as delivered from Ford, was capable of 271 hp.

AFTER SHELBY GT350 -  With Shelby modifications, including a new intake and Holley carburetor, the 289 produced 306 hp. Also note the aluminum Cobra valve covers and the Monte Carlo bar to stiffen the car.

AFTER SHELBY GT350 - With Shelby modifications, including a new intake and Holley carburetor, the 289 produced 306 hp. Also note the aluminum Cobra valve covers and the Monte Carlo bar to stiffen the car.

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