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Reader Builds: Paul’s Stainless M-38 Project

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highway_signUPDATE: See the second round of pics here

A reader named Paul contacted me today.  He mentioned he was working on a stainless jeep.  Would I like to see some pictures?

By now you know my response … of course I would!  Well,  was I in for a treat.  Paul has got that unique combination of patience, welding talents, and ingenuity (check out his shifter knobs made from $5 stainless cups from a chinese restaurant).  He also seems to be a victim of the dreaded Willys sickness, which seems to coincide and peak with the dark Alaskan Winters.  So, for the last 23 years, Paul has been treating his Willys sickness by following the beat of his own drum as he rebuilds his (and his father’s) 1952 M-38.  Here’s his story and pics (Thanks for sharing Paul!):


My father bought an all original 1952 Willys M 38 in 1964 from a local guy here in Anchorage who purchased three Jeeps as military surplus.  The M 38 my father bought came with a full aluminum top and doors (commonly but incorrectly called an Arctic Top), a 20,000 btu Southwind heater with all the heating ducts, a built in gas fired engine and battery heater, and a 24 volt waterproof electrical system all coated with numerous layers of olive drab paint.  This was my dads everyday driver for eight years until it was finally replaced by a new pickup truck in 1972 and the Willys passed into my ownership for the sum of ONE dollar.  I got screwed on this deal, here it is 37 years later and I’m still dumping money into this never ending project.  Boy, if you want to really mess with a kid give him a Jeep and he’ll be twisted for the rest of his life!


I drove the Jeep off and on (it broke alot and money was tight) until fall of 1985 when just about everything broke, quit working or caught fire but it did get me home one last time.  It was decision time, should I scrap it or perform a rebuild to end all rebuilds?   January 1st, 1986 was the day I decided to rebuild the Willys and make some much needed modifications so I could keep up with traffic and even have brakes that worked.  Geeze, this thing was so slow (5.38 axle gears and an anemic flathead engine) bus loads of Nuns were giving me the finger.  Everywhere I went it looked like I was leading a parade and I couldn’t take back roads because there aren’t any.  We’re lucky to have the limited road system right now and there are no extra roads planned in the future.

I’d been drooling over Acme Truck Parts advertisements showing Stainless Steel Jeep bodies (I still have the magazine) so I ordered the complete body (tub, windshield, front fenders, grille, tailgate and floorboards) for the gigantic sum of $5,000 dollars paid upfront.  Lots of delays, problems and denials later the body finally arrived along with a new steel frame for $500 bucks plus shipping.  To condense this story down I spent the first five years rebuilding the body so the parts would fit before I modified the windshield to a vertical mount to match the original aluminum top.

The more I inspected the top the more hidden damage I found so I cut the top apart and duplicated each 50 thousandth thick aluminum piece in 50 thousandth thick stainless steel keeping the outside appearance original but modifying the interior so I’d fit in it better.  Since I’d duplicated the top it made sense for me to duplicate the doors, window sliders, hinges and door handles from stainless also.  I’d purchased stainless seats but I made my own fuel tanks and I put one under the passenger side instead of the original storage compartment.  That’s why the Willys has a recessed fuel filler on each side.  I know, the original M38 had huge fuel caps but the only stainless caps I could find were normal sized ones so the filler neck is much smaller in diameter and the recessed fillers were built accordingly.

When I sit in the Jeep the top of the dash is below my knees so I moved the instrument panel above the windshield and fabricated an overhead center console filled with a CD player and lots of switches.  Between the seats is a pair of stainless cup holders (1/4″ thick so I don’t worry about them getting damaged), the ignition switch and a bunch of shift levers.  The normal three speed, Warn overdrive, four wheel drive and high/low range … I call it a four on the floor!  The engine was replaced with a Buick 225 odd fire V 6, 11 inch drum brakes with hanging clutch and brake pedals, a hydraulic clutch slave and master cylinder and of course a five position stainless steel tilt steering column complete with a leather wrapped stainless steering wheel custom made by Ididit in Michigan.  The steering column alone has a heck of a story about it but that will wait for another time.  I’m just trying to give you a brief overview covering the last 23 years.

I’m not done, I’m getting closer but there’s still lots of items left on my to do and to buy list but at least I’m closer to being done than I was 23 years ago!  Normally I don’t like to say anything bad about my mom but I have to admit it appears she raised an idiot.






[Editor’s Note:  Paul comments on the roof corners. The next four pics show the creation of a corner]   It took me four tries to make the first successful rear corner on the Willys top, the initial three attempts just irritated the metal and burned my fingers.  By the time I finally stumbled on the magic formula for making compound corners in stainless each successful corner took twenty hours to build.  The left rear corner (drivers side) is corner number four and the right rear corner (pass. side) is corner number five.  Naturally I had stupid people visit to see the progress on the Jeep, look at the corners and ask “What else have you done?”   I’m pretty sure it’s ok to kill the really stupid folks among us, don’t dumb people cause global warming or something?





[Editor’s Note:  Below is the stainless cup transformed into a shifter knob]

The Goddess (that’s my girlfriend, her name is Deborah but many years ago she told me to call her the Goddess so I do and she’s still here) wanted to go out for oriental food since she didn’t feel like cooking so we went to an All You Can Eat and Keep Down Chinese buffet.  Naturally she wanted tea but I had a Coke which I just about blew out my nose when I saw the waitress setting down double wall stainless steel tea cups on the table.  Not only were these tea cups the perfect size for gearshift knobs, the bottom of the cup had an embossed ring slightly larger than a nickel.  With a stainless nut welded to a stainless fender washer and this assembly welded to the teacup, the welds ground down and buffed, the new shift knob installed on the lever I finished this installation by attaching a Buffalo nickel in the embossed ring.  I really did buy these teacups from the buffet folks, it’s kind of difficult to steal four cups from a table with only two people sitting there but I only had to give them five bucks each!  What a deal !  The big knob on the transmission lever was some kind of float for a pump operating in caustic chemicals which another friend found and gave to me.


[Paul didn’t explain these, but this shows the transformation from stainless pieces into a door handle]



[Editor’s Note:  You can see the old aluminum doors (right) and new stainless doors (left)]


21 Comments on “Reader Builds: Paul’s Stainless M-38 Project

  1. Robert

    Paul, I’m going to show this post to my wife so she can see that there is someone out there MORE INSANE THAN THE ME when it comes to Jeeps. Just kidding. You have done an amazing job – it looks spectacular! Your determination and attention to detail encourages me to keep going on my project. Thanks for sharing!!

  2. Jim Boswell

    LOL! this guy is completely out of his tree and I really like him a lot, very much enjoyed reading this, the pictures are amazing, I have a new hero!!!!!

  3. Mitch

    Wow! Awesome job. We’re all a little off our rocker right? I for one like it alot Paul. Keep up the good work!

  4. Brian's 58 3b

    Viewing the cockpit from the rear seat I thought I was in a bush plane. How Alaskan!!!
    Cool really cool

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  8. James

    Now all you have to do is build one more for me, soon to be stationed at glorious Fort Wainwright in Fairbanks, AK. lol

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  11. Mark Walker

    This is just the coolest vehicle I have ever seen. What an artist!

    Mark Walker, Keswick, Ontario Canada

  12. deilers

    Dennis … I think that is something on the windowsill inside the house, but I get what you mean. Never noticed that before ….

  13. Greg

    I have the answer to your radiator problem, if you haven”t already fixed it . E mail me if you need the company names and nunbers. Greg

  14. Paul

    Greg, I appreciate your help but I ended up using a radiator from an M151. It fit, it was cheap and it was available … I couldn’t ask for anything more.

  15. Chance

    I was fortunate enough to meet Paul and I can tell you he is more eccentric than this article reveals!!! Awesome guy, does a lot of stuff but this is his pride and joy. If you get the chance to talk to him do it< but bring a lunch and a note book.

  16. Paul

    Geeze, I think I’m boringly normal but the Goddess says my brain might have suffered a bit of freezer burn during the many Alaskan winters. Folks you’re welcome to stop by for a visit and look over all the crap in the house and garage but we’ll go out for lunch, ok?

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