The year 1929 saw the introduction of the Phantom II.  There were a host of improvements over the Phantom I, the most imprtant of which concerned the chassis layout.  The seperate gearbox torque-tube drive and cantilever rear springing gave way to the PII's integral engine-gearbox unit, Hotchkiss drive, hypoid-bevel rear axle and semi-elliptic rear springs.  The chassis was constructed with channel steel side-members and tubular cross-members.  Fit and finish were to the highest standards.

Engine dimensions remained the same as the Phantom I at 4 1/4 by 5 1/2 inches, displacing 468 cubic inches.  The overhead valve arrangement was reatined, but a new cylinder head was designed with intake and exhaust manifolds on opposite sides, yielding greater performance.  Dual ignition was continued as well, with battery ignition on one side of the engine and magneto on the other, each with its own set of plugs.

The Phantom II was built only at Derby, and continued into 1935.  However, a quantity of PII chassis made up with left-hand steering and some other features meant for the American market in the AJS and AMS series were exported to the USA in 1931-1933.  These are the only Phantom II cars with left-hand drive.  Most, but not all of the left-hand drive cars were equipped with Brewster & Co. coachwork after arrival in the USA.

In 1931, to meet the need for a speedier vehicle, the Company produced a sort of specially-tuned car, the "Continental" model of the Phantom II.  The first of these, chassis 26EX, was built at Derby on the twelve-foot wheelbase.

All passengers were brought within the wheelbase dimensions in construction of coachwork on these chassis; special springs were used, and the spare wheel or wheels were often mounted at the rear rather than in the front fender wells.  These cars achieved an actual timed speed of 90 MPH with full equipment and relatively heavy enclosed coachwork, all beyond 2 1/2 tons in weight.  Ten miles to the U.S. gallon could be coaxed from a carefully driven PII.  This was outstanding performance for a big car of that day.