In 1994, 25 years after the original Range Rover, a second generation was introduced. P38a was luxurious but the all-round ability was not compromised and the car still performed off-road.

P38a included Range Rover signatures, such as castellated, clamshell bonnet and 'floating' roofline. The interior had simplicity and improved quality at heart. New technology included traction control, electric seats, electronic dash, cruise, air-bags and ABS. Selecting low ratio was by push button on the manual versions and using the H-gate lever on the automatic.

The suspension was an electronically controlled air system, with four ride heights. A new six cylinder 2.5 litre diesel engine, developed in conjunction with BMW, joined the petrol Rover petrol V8.