Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Matthes Bernd
 2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2005		 3. Issuer Name and Ticker or Trading Symbol
BORGWARNER INC [bwa]
(Last)
(First)
(Middle)
3850 HAMLIN RD.		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

AUBURN HILLS, MI 48326		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
employee stock option (right to buy) 07/21/2001 07/21/2008 common stock 400 $ 50.9063 D  
employee stock option (right to buy) 07/21/2002 07/21/2008 common stock 400 $ 50.9063 D  
employee stock option (right to buy) 07/21/2002 07/21/2010 common stock 690 $ 36.0938 D  
employee stock option (right to buy) 07/21/2003 07/21/2010 common stock 690 $ 36.0938 D  
employee stock option (right to buy) 07/25/2003 07/25/2011 common stock 700 $ 41.275 D  
employee stock option (right to buy) 07/25/2004 07/25/2011 common stock 700 $ 41.275 D  
employee stock option (right to buy) 07/25/2004 07/25/2012 common stock 1,145 $ 50.65 D  
employee stock option (right to buy) 07/25/2005 07/25/2012 common stock 1,145 $ 50.65 D  
employee stock option (right to buy) 07/27/2005 07/27/2013 common stock 1,080 $ 66.08 D  
employee stock option (right to buy) 07/27/2006 07/27/2013 common stock 1,080 $ 66.08 D  
employee stock option (right to buy 07/28/2006 07/28/2014 common stock 3,420 $ 44.56 D  
employee stock option (right to buy) 07/28/2007 07/28/2014 common stock 3,420 $ 44.56 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Matthes Bernd
3850 HAMLIN RD.
AUBURN HILLS, MI 48326		       Vice President  

Signatures

Laurene H. Horiszny as attorney-in-fact for Bernd Matthes 07/08/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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