Washington, D.C.  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): August 16, 2002

                                  BORGWARNER INC.
                 (Exact Name of Registrant as Specified in Charter)

Delaware                      1-12162                       13-3404508
-----------                   ------------                  -----------
(State or Other               (Commission File Number)      IRS Employer
Jurisdiction of                                             Identification
Incorporation)                                              Number

200 South Michigan Avenue, Chicago, Illinois, 60604
(Address of Principal Executive Offices)     (Zip Code)

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

Item 5.  Other Events.

     The Company has been advised that on August 5, 2002, for estate planning
purposes, John F. Fiedler, Chief Executive Officer of the Company, and The Five
Dancing Bears LP, a family limited partnership of which Mr. Fiedler is the
general partner, each entered into a trading plan (the "Plans") designed to
comply with Rule 10b5-1(c)(1) of the Securities Exchange Act of 1934, as
amended.  Under Rule 10b5-1, directors and officers may adopt a prearranged plan
or contract for the sale of Company securities under specified conditions and

     Each Plan provides that UBS PaineWebber will execute the sale of a certain
number of shares of Company common stock on the 21st day of each month if the
price of the Company's stock on that day is greater than or equal to $60 per
share.  The Five Dancing Bears Plan provides for the sale of 8,000 shares per
month (except for in September 2002 where 3,000 shares may be sold) and
terminates on December 31, 2003. The other Plan provides for the sale of 8,000
shares for the first month and 5,000 shares during the second month of the Plan
and terminates on December 31, 2002.  Up to 44,000 shares in the aggregate may
be sold under the Plans. Except as may be required by law, the Company does not
undertake to report future plans by officers or directors of the Company nor to
report modifications, terminations, transactions or other activities under such


     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

Dated: August 16, 2002

                                   BORGWARNER INC.

                                   /s/Vincent M. Lichtenberger
                                   Vincent M. Lichtenberger
                                   Assistant Secretary