FORM 8-K
                            
                    CURRENT REPORT
                           
          Pursuant to Section 13 or 15(d) of
          the Securities Exchange Act of 1934
                           
           Date of Report:   April 28, 2005
                           
                           
                    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.)
     
                   3850 Hamlin Road
                Auburn Hills, MI 48326
       (Address of principal executive offices)
                           
     Registrant's telephone number, including area code:         
                    (248) 754-9200
                           
     [ ]  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 April 27, 2005, BorgWarner Inc.'s stockholders approved
     the BorgWarner Inc. 2005 Executive Incentive Plan (the "Plan")
     which permits the Compensation Committee to establish an award
     pool equal to 2-1/4% of the Company's operating income and to
     award key employees selected for participation a percentage of the
     award pool.
     
          A copy of the Plan is attached as Exhibit 99.1 and is
     incorporated herein by reference.
     
     Item 5.02  Departure of Directors or Principal Officers; Election of
          Directors; Appointment of Principal Officers
     
          In accordance with the prohibition of standing for election
     after reaching the mandatory retirement age of 72 under the
     Company's Corporate Governance Guidelines, William E. Butler
     retired as a director of the Company effective April 27, 2005.
     
          In connection with Mr. Butler's retirement from the Board, the
     Company's Board of Directors accelerated vesting of 2,000 options
     which were granted on January 21, 2003.
     
     Item 9.01 Financial Statements and Exhibits.
     
               (c)  Exhibits
     
               99.1 BorgWarner Inc. 2005 Executive Incentive 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.
     
     
          
                              By:/s/ Vincent M. Lichtenberger
                              --------------------------------
                              Vincent M. Lichtenberger
                              Assistant Secretary
     
     Dated:    April 28, 2005