8-K/A

                       FORM 8-K/A

                    CURRENT REPORT

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

           Date of Report:   January 5, 2005
           (Date of earliest event reported)

                    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.)

            5435 Corporate Drive, Suite 150
                    Troy, MI 48098
       (Address of principal executive offices)

     Registrant's telephone number, including area code:
                    (248) 373-5550

     [ ]  Written communications pursuant to Rule 425 under the
          Securities Act (17 CFR 230.425)
     [ ]  Soliciting material pursuant to Rule 14a-12 under the
          Exchange Act (17 CFR 240.14a-12)
     [ ]  Pre-commencement communications pursuant to Rule 14d-2(b)
           under the Exchange Act (17 CFR 240.14d-2(b))
     [ ]  Pre-commencement communications pursuant to Rule 13e-4(c)
          under the Exchange Act (17 CFR 240.13e-4(c))


     Item 2.01 Completion of Acquisition or Disposition of Assets

          On January 4, 2005, BorgWarner Germany GmbH
     ("BorgWarner Germany"), a wholly owned German subsidiary of
     BorgWarner Inc. ("BorgWarner"), acquired from CEP BE 00
     Beteiligungs GmbH, Frau Ingelore Ruprecht, Wolfram Birkel, Elsa
     Birkel, Annegret Birkel, Christoph Birkel, Catharina Birkel, Klosterfeld
     Beteiligungen GmbH + Co. KG and Meier-Birkel GmbH & Co. KG an
     aggregate of 6,221,170 shares or 62.21% of the outstanding shares
     of Beru AG, a German publicly-traded company ("Beru"), for Euro 59
     per share (or an aggregate purchase price of approximately Euro
     367 million).  This acquisition was made pursuant to the Sale and
     Purchase Agreement dated October 30, 2004, a copy of which was
     filed as Exhibit 2.1 to the Current Report on Form 8-K filed on
     November 4, 2004 and is incorporated by reference.  The press
     release issued by BorgWarner on January 4, 2005 announcing the
     completion of the acquisition is filed as Exhibit 99.1, and is
     incorporated in its entirety by reference.

          On February 15, 2005, BorgWarner announced that
     BorgWarner Germany, after the completion of a tender offer in
     Germany, holds 69.42% of the outstanding shares of Beru.  The
     press release issued by BorgWarner on February 15, 2005
     containing this announcement is filed as Exhibit 99.2, and is
     incorporated in its entirety by reference.

     Item 9.01 Financial Statements and Exhibits

       (a)     Financial Statements of Business Acquired

          Not applicable.  BorgWarner's indirect holding in Beru of
     69.42% of the outstanding shares of Beru does not require the filing
     of Beru financial statements.

       (b)     Pro Forma Financial Information

          Not applicable.  BorgWarner's indirect holding in Beru of
     69.42% of the outstanding shares of Beru does not require the filing
     of pro forma financial information.

       (c) Exhibits.

          99.1   Press Release dated January 4, 2005, announcing the
     completion of the acquisition of a majority stake in Beru
     (incorporated by reference to BorgWarner's Current Report on Form
     8-K filed on January 5, 2005).


          99.2     Press Release dated February 15, 2005, announcing
     that BorgWarner Germany holds 69.42% of the outstanding shares
     of Beru.




     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.



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

     Dated: February 15, 2005

EX-99

Immediate Release
Contact: Mary Brevard, 248-373-2406
A&B FD (PR for BorgWarner):
Ivo Lingnau, +49 (0)69 92037 133

BORGWARNER HOLDS 69.42% OF BERU SHARES
Auburn Hills, Michigan, February 15, 2005 - BorgWarner Inc.
(NYSE: BWA) announced today that, through BorgWarner
Germany GmbH, it holds a total of 69.42% of the outstanding
shares of Beru AG after the completion of the additional
tender offer period in Germany on February 10, 2005.

Headquartered in Ludwigsburg, Germany, Beru AG is a leading global
automotive supplier and manufacturer of diesel cold starting technology
(glow plugs and  instant starting systems); gasoline ignition technology
(spark plugs and ignition coils); and electronic and sensor technology (tire
pressure sensors, diesel cabin heaters and selected sensors.) Beru's
major customers include, among others, BMW, DCX, GM/Fiat, VW/ Audi,
Ford, Porsche, PSA, Renault, Isuzu, Siemens VDO, Valeo, Deutz, and MAN.
Beru employs approximately 2,700 employees.

BorgWarner Inc. (NYSE: BWA) is a product leader in highly engineered
components and systems for vehicle powertrain applications worldwide.
The company operates manufacturing and technical facilities in 61
locations in 17 countries. Customers include Ford, DaimlerChrysler,
General Motors, Toyota, Honda, Hyundai/Kia, Caterpillar, Navistar
International, Renault/Nissan, Peugeot, VW/Audi and BMW.

Additional Information
BorgWarner Germany GmbH, a wholly-owned subsidiary of BorgWarner Inc.
(the "Company"), has completed, in accordance with German law, a public
tender offer (the "Tender Offer") for all of Beru AG's remaining  outstanding
stock. This Tender Offer was not made directly or indirectly in or into the
United States, or by use of the  mails of, or by any means or
instrumentality (including, without limitation, the mail, facsimile
transmission, telex or  telephone) of interstate or foreign commerce
or any facilities of any national securities exchange of the United
States.  The Tender Offer was not to be accepted by any such use,
means, instrumentality or facility involving or from within  the United
States, and United States persons were not to have the Tender Offer
available to them, directly or  indirectly, within the United States.
Accordingly, information regarding the Tender Offer was not meant for
publication or distribution in or into the United States nor did it
represent an extension of a tender offer into the United States.
This communication is for information purposes of an offer to
purchase, sell or exchange any securities of Beru. The distribution
of this news release may, in some countries, be restricted by law
or regulation. Accordingly,  persons who come into possession of
this document should inform themselves of and observe these
restrictions.

Forward-Looking Statements
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, many of which are difficult to
predict and generally beyond the control of the Company, that could
cause actual results to differ materially from those expressed,
projected or implied in or by 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. The Company does not
undertake any obligation to update any forward-looking statement.