The early impetus for upgrading the Panther came from the concern of Hitler and others that it lacked sufficient armor. Hitler had already insisted on an increase in its armor once, early in its design process in 1942. Discussions involving Hitler in January 1943 called further increased armor; initially referred to as Panther 2 (it became the Panther II after April 1943). This upgrade increased the glacis plate to 100 mm (3.9 in), the side armor to 60 mm (2.4 in), and the top armor to 30 mm (1.2 in). Production of the Panther 2 was slated to begin in September 1943.

In a meeting on February 10, 1943, further design changes were proposed - including changes to the steering gears and final drives. Another meeting on February 17, 1943 focused on sharing and standardizing parts between the Tiger tank and the Panther 2, such as the transmission, all-steel roadwheels, and running gear. Additional meetings in February began to outline the various components, including use of the 88 mm L/71 KwK 43 gun. In March 1943, MAN indicated that the first prototype would be completed by August 1943. A number of engines were under consideration, among them the new Maybach HL 234 fuel-injected engine (900 hp operated by an 8-speed hydraulic transmission).

Thus, plans to replace the original Panther design with the Panther II were already underway before the first Panther had even seen combat. But from May to June 1943, work on the Panther II ceased as the focus was shifted to expanding production of the original Panther tank. It is not clear if there was ever an official cancellation - this may have been because the Panther II upgrade pathway was originally started at Hitler's insistence. The direction that the design was headed would not have been consistent with Germany's need for a mass-produced tank, which was the goal of the Reich Ministry of Armament and War Production.

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