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ATTENTION:
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Transmit
for filing 3 copies of this form concurrently with either placing
an order
with a broker to execute sale or executing a sale directly with a
market
maker.
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1(a)
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Name
of Issuer
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(b)
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IRS
Ident. No.
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(c)
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S.E.C.
File No.
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BorgWarner
Inc.
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13-3404508
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1-12161
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(d)
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Address
of Issuer
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(e)
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Telephone
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3850
Hamlin Rd.
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Auburn
Hills, MI 48326
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(248)
754-9200
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(Street)
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(City) (State)
(Zip Code)
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(Area
Code) (Number)
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2(a)
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Name
of Person For Whose Account the
Securities
are to be Sold
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(b)
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IRS
Ident. No.
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(c)
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Relationship
to Issuer
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Anthony
Hensel
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Executive
Officer
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(d)
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Address
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2665
Invitational Dr.
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Oakland
Township, MI 48363
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(Street)
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(City) (State)
(Zip Code)
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INSTRUCTION:
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The
person filing this notice should contact the issuer to obtain the
I.R.S.
Identification Number and the S.E.C. File
Number
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3(a)
Title
of the
Class
of
Securities
to
be
Sold
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(b)
Name
and Address
of
Each Broker
Through
Whom the
Securities
Are to be
Offered
or Each
Market
Maker Who
is
Acquiring the Securities
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SEC
USE
ONLY
Broker-Dealer
File
Number
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(c)
Number
of
Shares
or Other
Units
to be Sold
(See
Instr. 3(c))
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(d)
Aggregate
Market
Value
(See
Instr. 3(d))
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(e)
Number
of
Shares
or Other
Units
Outstanding
(See
Instr. 3(e))
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(f)
Approximate
Date
of Sale
(Mo/Day/Yr)
(See
Instr. 3(f))
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(g)
Name
of Each
Securities
Exchange
(See
Instr. 3(g))
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COMMON
STOCK
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BNY
Brokerage Inc.
1633
Broadway, 48th Floor
New
York, NY 10019
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7,500
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$574,650.00
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57,972,874
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2/20/2007
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NYSE
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1.
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(a)
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Name
of issuer
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(b)
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Issuer’s
I.R.S. Identification Number
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(c)
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Issuer’s
S.E.C. file number, if any
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(d)
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Issuer’s
address, including zip code
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(e)
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Issuer’s
telephone number, including area code
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2.
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(a)
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Name
of person for whose account the securities are to be
sold
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(b)
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Such
person’s I.R.S. Identification number, if such person is an
entity
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(c)
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Such
person’s relationship to the issuer (e.g., officer, director, 10%
stockholder, or member of immediate family of any of the
foregoing)
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(d)
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Such
person’s address, including zip code
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3.
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(a)
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Title
of the class of securities to be sold
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(b)
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Name
and Address of each broker through whom the securities are intended
to be
sold
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(c)
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Number
of shares or other units to be sold (if debt securities, give the
aggregate face amount)
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(d)
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Aggregate
market value of the securities to be sold as of a specified date
within
10 days prior to the filing of this notice
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(e)
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Number
of shares or other units of the class outstanding, or if debt securities
the face amount thereof outstanding, as shown by the most recent
report or
statement published by the issuer
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(f)
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Approximate
date on which the securities are to be sold
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(g)
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Name
of each securities exchange, if any, on which the securities are
intended
to be sold
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TABLE
I — SECURITIES TO BE SOLD
Furnish
the following information with respect to the acquisition of the
securities to be sold
and
with respect to the payment of all or any part of the purchase price
or
other consideration therefor:
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Title
of the Class
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Date
You
Acquired
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Nature
of Acquisition
Transaction
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Name
of Person from
Whom
Acquired
(if
gift, also give
date
donor acquired)
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Amount
of
Securities
Acquired
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Date
of
Payment
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Nature
of
Payment
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COMMON
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07/25/02
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Stock
Option Grant received under the BorgWarner Inc. 1993 Stock
Incentive Plan, as amended.
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BORGWARNER
INC.
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7,500
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If
the securities were purchased and full payment therefor was not made
in
cash at the time of purchase, explain in the table or in a note thereto
the nature of the consideration given. If the consideration consisted
of
any note or other obligation, or if payment was made in installments
describe the arrangement and state when the note or other obligation
was
discharged in full or the last installment paid.
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TABLE
II — SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish
the following information as to all securities of the issuer
sold
during
the past 3 months by the person for whose account the securities
are to be
sold.
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Name
and Address of Seller
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Title
of Securities Sold
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Date
of Sale
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Amount
of Securities Sold
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Gross
Proceeds
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N/A
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N/A
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N/A
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N/A
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N/A
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INSTRUCTIONS:
See
the definition of “person” in paragraph (a) of Rule 144.
Information is to be given not only as to the person for whose account
the
securities are to be sold but also as to all other persons included
in
that definition. In addition, information shall be given as to sales
by
all persons whose sales are required by paragraph (e) of
Rule 144 to be aggregated with sales for the account of the person
filing this notice.
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ATTENTION:
The
person for whose account the securities to which this notice relates
are
to be sold hereby represents by signing this notice that he does
not know
any material adverse information in regard to the current and prospective
operations of the issuer of the securities to be sold which has not
been
publicly disclosed.
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February
20, 2007
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/s/
Anthony Hensel
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DATE
OF NOTICE
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(SIGNATURE)
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ATTENTION:
Intentional
misstatements or omission of facts constitute
Federal
Criminal Violations (See 18 U.S.C.
1001)
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