Mail Stop 3561
                                                             June 23, 2017

Ronald T. Hundzinski
Vice President and Chief Financial Officer
BorgWarner Inc.
3850 Hamlin Road
Auburn Hills, MI 48326

       Re:     BorgWarner Inc.
               Form 10-K for Fiscal Year Ended December 31, 2016
               Filed February 9, 2017
               File No. 001-12162
               Response Dated May 25, 2017

Dear Mr. Hundzinski:

       We have reviewed your May 25, 2017 response to our comment letter and
have the
following comments. In some of our comments, we may ask you to provide us with
information
so we may better understand your disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.
Unless we note otherwise, our references to prior comments are to comments in
our May 11,
2017 letter.

Notes to Consolidated Financial Statements

Note 14: Contingencies

Asbestos-related Liability, page 95

1. We note your response that you concluded your revised estimate for
asbestos-related claims
   is a change in accounting estimate rather than a correction of an error in
previously issued
   financial statements because the quarter ending December 31, 2016 is the
first time that the
   liability attributable to potential asbestos-related claims not yet asserted
could be reasonably
   estimated. You state that prior to the quarter ending December 31, 2016, you
concluded
   claims data was too volatile, and the circumstances in which future
asbestos-related claims
   would be resolved too uncertain, to support a reasonable estimate of the
liability for potential
   claims not yet asserted.
 Ronald T. Hundzinski
BorgWarner Inc.
June 23, 2017
Page 2


    Based on your response, it appears you believed a liability for potential
claims not asserted
    was probable prior to the quarter ending December 31, 2016, but that such
liability was not
    recognized because it could not be reasonably estimated. Please confirm
whether our
    understanding is correct.

    Regarding periods prior to the quarter ending December 31, 2016, please
tell us whether you
    (1) attempted to estimate a liability for potential claims but concluded
the resulting estimate
    of loss (or range) was not reasonable or (2) did not attempt to estimate a
liability because you
    believed you could not develop a reasonable estimate. If the former, please
tell us the results
    of your estimation including your estimated liability (or range thereof) as
of December 31,
    2015 and why you did not believe the estimate(s) to be reasonable.

2. Please provide us a more comprehensive and specific explanation of how you
determine the
   amount of asbestos-related costs you recorded each period. Tell us the most
significant
   assumptions underlying your asbestos-related liability, including the impact
of and reasons
   for changes in those assumptions during each period presented.

3. We note your disclosure that any amounts that are reasonably possible of
occurring in excess
   of amounts recorded are believed to not be significant. We also note your
disclosure that
   your best estimate of liability at December 31, 2016 was $879.3 million and
that such
   amount represents the actuarial central estimate, which is intended to
represent an expected
   value of the most probable outcome. Please tell us what you determined to be
the range of
   reasonably possible outcomes. In light of your claims experience, please
tell us how you
   considered ASC 450-20-50-3 and 50-4 regarding disclosing a range of
reasonably possible
   losses in excess of your asbestos-related accrual.

4. Please tell us why decided to hire the third-party consultant in the third
quarter of 2016 and
   whether you had previously hired consultants for such work.

5. Please quantify for us the amount of the liability at December 31, 2016 that
relates to
   potential claims not yet asserted.

       You may contact Patrick Kuhn at (202) 551-3308 or me at (202) 551-3380
with any
questions.

                                                             Sincerely,

                                                             /s/ Lyn Shenk

                                                             Lyn Shenk
                                                             Branch Chief
                                                             Office of
Transportation and Leisure