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: Bertsch Jan (Vice President, Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-07	Common Stock	A	1286.0000	$0.0000	Acquired	11551.0000	Direct
2011-02-07	Common Stock	A	1245.0000	$0.0000	Acquired	12796.0000	Direct

Footnotes

F1: Each performance share represented a contingent right to receive a share of BorgWarner common stock based upon the achievement of specified performance criteria.

F2: The shares will vest 50% on the second anniversary of the grant date and 100% on the third anniversary of the grant date.

F3: A recalculation of the reporting person's total directly owned non-derivative securities is reflected in Table I.