withdraw
[BorgWarner logo]
October
25,
2006
Sarah
Kalin,
Esq.
Legal
Branch
Chief
Structural
Finance,
Transportation and Leisure
Securities
and
Exchange Commission
100
F Street,
N.W.
Washington
DC
20549
Re: BorgWarner
Inc.
Registration
Statement on Form S-3, Registration No. 333-73840
Post-Effective
Amendment No. 2 to Registration Statement on
Form
S-3,
Registration No. 333-84931
Dear
Ms.
Kalin:
Pursuant
to Rule
477 and Rule 478, BorgWarner Inc. (the “Company”) hereby requests (i) the
withdrawal of its Registration Statement on Form S-3 (registration no. 333-73840
filed on November 21, 2001) (the “Registration Statement”) and (ii) the
withdrawal of post-effective amendment No. 2 to its Registration Statement
on
Form S-3 (registration no. 333-84931 filed on November 21, 2001) (the
“Post-Effective Amendment”). Neither the Registration Statement nor the
Post-Effective Amendment was ever declared effective and no securities were
sold
in connection with the offering contemplated by the Registration Statement
and
the Post-Effective Amendment. It is our understanding that, notwithstanding
the
withdrawal of the Post-Effective Amendment, our Registration Statement on Form
S-3 (registration no. 333-84931), remains effective.
Due
to the period
of time that has elapsed since the filing of the Registration Statement and
the
Post-Effective Amendment, the Company has determined that there is no longer
any
need for the Registration Statement or the Post-Effective Amendment and that
it
would not be in the best interests of the Company to pursue the effectiveness
of
the Registration Statement or the Post-Effective Amendment at this
time.
The
Company
believes that withdrawal of the Registration Statement and the Post-Effective
Amendment is consistent with the public interest and the protection of
investors. Accordingly, the Company hereby requests that the Securities and
Exchange Commission consent to this application for withdrawal and issue an
order granting such withdrawal as promptly as possible.
If
you have any
questions regarding this withdrawal application, please contact the undersigned
at (248) 754-0831 or Brad B. Arbuckle, Esq. at (248) 267-3283.
Sincerely,
BorgWarner
Inc.
/s/
Laurene H. Horiszny
Laurene
H.
Horiszny
Vice
President,
General Counsel & Secretary