BORGWARNER INC — Director's Dealing 2011

Feb 9, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BORGWARNER INC (BWA)
CIK: 0000908255
Period of Report: 2011-02-07

Reporting Person: WOOD ROGER (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-07	Common Stock	M	8828.0000	—	Acquired	146327.0000	Direct
2011-02-07	Common Stock	A	4885.0000	$0.0000	Acquired	151212.0000	Direct
2011-02-07	Common Stock	F	1046.0000	$66.4300	Disposed	150166.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-07	Performance Shares	$	M	8828.0000	Disposed		Common Stock (8828.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13980.8852	Indirect

Footnotes

F1: The shares will vest 50% on the second anniversary of the grant date and 100% on the third anniversary of the grant date.

F2: Each performance share represented a contingent right to receive a share of BorgWarner common stock based upon the achievement of specified performance criteria.