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: Sanderson John G (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-07	Common Stock	A	7776.0000	$0.0000	Acquired	41946.0000	Direct
2011-02-07	Common Stock	A	4885.0000	$0.0000	Acquired	46831.0000	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.