The Series II Discovery debuted in autumn 1998, four years after BMW's acquisition of Rover Group from British Aerospace in 1994. Land Rover promoted that the Discovery Series II had been modified with 720 'differences'. The interior and exterior were reworked to be less utilitarian, but it was still clearly an evolution of the Series I. Every body panel had been altered, except the outer skin on the rear doors. The rear body was extended to improve load space, and to now accommodate full-size adults on all seven seats on the SE7 option, as well as make them all forward facing,[11][12] but at the expense of added rear overhang, which slightly reduced the car's departure angle when off-roading.

The Discovery Series II was the last Land Rover SUV to use an evolution of the original 1970 Range Rover underpinnings – with its extended, 185 in (4.70 m) long, four-door body still riding on the same, relatively short 100 in (2,540 mm) wheelbase, ladder-frame chassis, combined with live axles front and rear, into 2004.