8-K

                                      FORM 8-K

                                   CURRENT REPORT

                         Pursuant to Section 13 or 15(d) of
                        the Securities Exchange Act of 1934

                          Date of Report:   April 22, 2004


                                  BORGWARNER INC.
               (Exact name of registrant as specified in its charter)


     Delaware                    1-12162                13-3404508
(State of Incorporation)      (Commission File No.)    (IRS Employer
                                                     Identification No.)

                 200 South Michigan Avenue, Chicago, Illinois 60604
                      (Address of principal executive offices)

Registrant's telephone number, including area code:    (312) 322-8500



Item 5.   Results of Operations and Financial Condition

     On April 21, 2004, BorgWarner Inc. issued a press release announcing that
the stockholders of the Company approved an increase in the number of shares of
authorized common stock allowing for a two-for-one stock split and that the
board declared a quarterly dividend of $0.125 per share post-split ($0.25 per
share pre-split) payable on May 17, 2004 to shareholders of record on May 3,
2004.  The press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.

Item 7.   Financial Statements and Exhibits.

     (c)  Exhibits

     (99.1)    BorgWarner Inc. Press Release dated April 21, 2004.


SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.


                                   BORGWARNER INC.


                                      /s/ Vincent M. Lichtenberger
                                   By:------------------------------
                                        Vincent M. Lichtenberger
                                        Assistant Secretary


Dated:    April 22, 2004

EX-99.1

Immediate Release
Contact:
Mary Brevard
312/322-8683

             BORGWARNER STOCKHOLDERS APPROVE TWO-FOR-ONE STOCK SPLIT;
                     BOARD DECLARES REGULAR QUARTERLY DIVIDEND


Chicago, Illinois, April 21, 2004   At their annual meeting today, the
stockholders of BorgWarner Inc. (NYSE:  BWA) approved an increase in the number
of shares of authorized common stock to 150 million from 50 million allowing for
a two-for-one stock split.  The stock split will be effective May 17, 2004 to
shareholders of record on May 3, 2004.

     In additional action, the board of directors of BorgWarner declared a
quarterly dividend of $0.125 per share post-split ($0.25 per share pre-split) on
all of the company's issued and outstanding common stock.  The dividend is
payable May 17, 2004 to shareholders of record on May 3, 2004.

     BorgWarner Inc. is a product leader in highly engineered components and
systems for vehicle powertrain applications worldwide.  The company operates
manufacturing and technical facilities in 43 locations in 14 countries.
Customers include Ford, DaimlerChrysler, General Motors, Toyota, Honda,
Hyundai/Kia, Caterpillar, Navistar International, Renault/Nissan, Peugeot and
VW/Audi. The Internet address for BorgWarner is: http://www.bwauto.com.   For
further information contact BorgWarner Corporate Communications at 312-322-8500.

###

Statements contained in this news release may contain forward-looking statements
as contemplated by the 1995 Private Securities Litigation Reform Act that are
based on management's current expectations, estimates and projections.  Words
such as "expects," "anticipates," "intends," "plans," "believes," "estimates,"
variations of such words and similar expressions are intended to identify such
forward-looking statements.  Forward-looking statements are subject to risks and
uncertainties, which could cause actual results to differ materially from those
projected or implied in the forward-looking statements.  Such risks and
uncertainties include:  fluctuations in domestic or foreign automotive
production, the continued use of outside suppliers by original equipment
manufacturers, fluctuations in demand for vehicles containing the Company's
products, general economic conditions, as well as other risks detailed in the
Company's filings with the Securities and Exchange Commission, including the
Cautionary Statements filed as Exhibit 99.1 to the Form 10-K for the fiscal year
ended December 31, 2003.