BORGWARNER INC — Director's Dealing 2011

Apr 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BORGWARNER INC (BWA)
CIK: 0000908255
Period of Report: 2011-04-01

Reporting Person: BONANNO PHYLLIS O (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-15	Common Stock	G	200.0000	$0.0000	Disposed	18115.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-01	Phantom Stock	$	A	34.0353	Acquired		Common Stock (34.0353)	Direct
2011-04-01	Phantom Stock	$	I	13.5185	Disposed		Common Stock (13.5185)	Direct

Footnotes

F1: The number of phantom stock units were accrued under the BorgWarner Inc. Board of Directors Deferred Compensation Plan and are to be settled 100% in cash according to the terms of the plan.

F2: 1-for-1

F3: The phantom stock does not have an exercisable date or an expiration date.

F4: Each share of phantom stock entitled the reporting person to receive, on the Transaction Date, the cash equivalent of one share of BorgWarner common stock. Prior to payment, the reporting person had the right to transfer the value of the phantom stock account into an alternative investment account.

F5: 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.