8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

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

Date of report (Date of earliest event reported)			December 19, 2005
BorgWarner Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware	001-12162			13-3404508
(State or Other Jurisdiction of Incorporation)	(Commission File Number)			(I.R.S. Employer Identification No.)
3850 Hamlin Road, Auburn Hills, Michigan		48326
(Address of Principal Executive Offices)		(Zip Code)
(248) 754-9200
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

               Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy

 the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

               [ ]     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 1.01:  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On December 19, 2005, BorgWarner Inc. ("BorgWarner") adopted amendments to the BorgWarner Inc. 2004 Deferred Compensation Plan, and the BorgWarner Inc. Board of Directors Deferred Compensation Plan (collectively, the "Plans").  The Plans are nonqualified deferred compensation arrangements offered by BorgWarner to eligible executives and to non-employee directors of BorgWarner, respectively.  Under the Plans, participants may elect to defer portions of their current compensation from BorgWarner (for later payment in accordance with the distribution provisions of the Plans) and are credited with deemed earnings during the deferral period.  The Plans were amended to implement certain transition rules set forth in published guidance of the Internal Revenue Service for Section 409A of the Internal Revenue Code ("Code Section 409A").  Enacted in October, 2004, Code Section 409A imposes new requirements on nonqualified deferred compensation, generally effective for amounts deferred after December 31, 2004.  Under these transition rules, BorgWarner was permitted to offer the Plans' participants the opportunity in 2005 to make new deferral elections with respect to 2005 deferrals or to revoke previously-made elections with respect to 2005 deferrals. Under the transition rules, BorgWarner is required to amend the Plans in 2005 to authorize the new deferral elections and the revocation elections.  These amendments to the Plans have been adopted to satisfy this requirement.

ITEM 9.01:  FINANCIAL STATEMENTS AND EXHIBITS.

(c)        Exhibits.

            10.1                 Amendment to the BorgWarner Inc. 2004 Deferred Compensation Plan

            10.2                 Amendment to the BorgWarner Inc. Board of Directors Deferred Compensation Plan

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: December 19, 2005

EX-10.1

AMENDMENT

TO THE

BORGWARNER INC. 2004 DEFERRED COMPENSATION PLAN

Authorization of Special Elections for Code Section 409A

            Pursuant to guidance issued by the Internal Revenue Service under notices and proposed regulations for Section 409A of the Internal Revenue Code, the BorgWarner Inc. 2004 Deferred Compensation Plan ("Plan") is hereby amended, effective as of January 1, 2005, as follows: 

1. 2005 Special Elections.  The Plan is amended to authorize the special elections offered by the Corporation to participants in the Plan to amend or rescind, on or before March 15, 2005, their previous deferral elections with respect to (1) bonuses payable in 2005, and (2) 2005 salary deferrals ("2005 Special Elections"); and, in the case of rescissions, to distribute the deferred amounts to participants on or before December 31, 2005.
    
2. Any and all provisions of the Plan which conflict with the 2005 Special Elections authorization of Paragraph 1 of this Amendment, are hereby deemed amended and shall be interpreted to give effect to the Special Elections authorization.
   
   
3. Until such time as the Plan is amended in its entirety for Code Section 409A following the issuance of final Internal Revenue Code regulations for Code Section 409A or such earlier time as may be required by the Internal Revenue Service, the Plan shall be administered in accordance with the requirements of Code section 409A for deferred amounts that are subject to Code Section 409A.         

EX-10.2

AMENDMENT

TO THE

BORGWARNER INC.

BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN

Authorization of Special Elections for Code Section 409A

            Pursuant to guidance issued by the Internal Revenue Service under notices and proposed regulations for Section 409A of the Internal Revenue Code, the BorgWarner Inc. Board of Directors Deferred Compensation Plan ("Plan") is hereby amended, effective as of January 1, 2005, as follows: 

1.   2005 Special Elections.  The Plan is amended to authorize the special elections offered by the Corporation to participants in the Plan to amend or rescind, on or before March 15, 2005, their previous deferral elections with respect to 2005 retainer fees, and, in the case of rescissions, to distribute the deferred amounts to participants on or before December 31, 2005.

2.   Any and all provisions of the Plan which conflict with the 2005 Special Elections authorization of Paragraph 1 of this Amendment, are hereby deemed amended and shall be interpreted to give effect to the Special Elections authorization.

3.   Until such time as the Plan is amended in its entirety for Code Section 409A following the issuance of final Internal Revenue Code regulations for Code Section 409A or such earlier time as may be required by the Internal Revenue Service, the Plan shall be administered in accordance with the requirements of Code section 409A for deferred amounts that are subject to Code Section 409A.