BORGWARNER INC — Director's Dealing 2010

Jan 6, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BORGWARNER INC (BWA)
CIK: 0000908255
Period of Report: 2010-01-04

Reporting Person: DRUMMOND JERE A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-04	Phantom Stock	$0	A	1490.0662	Acquired		Common Stock (1490.0662)	Direct

Footnotes

F1: The reporting person elected to defer all of their annual retainer into the BorgWarner Inc. Board of Directors Deferred Compensation Plan.

F2: The phantom stock does not have an exercisable date or an expiration date.

F3: Column 9 includes the reporting person's total phantom stock holdings under the BorgWarner Inc. Board of Directors Deferred Compensation Plan as of the date of this report.