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Nov 7, 2016
San Diego
Time for the fun stuff, as I like to call walnut blasting: the right of passage for 1 year techs! Ha
The Harbor Freight media hopper shown here was replaced with a pressurized unit which still had some hiccups but was about x5 more efficient.


A new media blaster, lots of valves, pressurized air, and small pieces of walnut shells made for a mess when the lower hose popped off, media went EVERYWHERE. lol Lesson learned ...probably.

In the end I prevailed, here is a BEFORE & AFTER.


The Convert

Jun 4, 2017
That car is going to be better than new by the time you’re finished with it! Any plans to do a catch can and external pcv setup?


Nov 7, 2016
San Diego
Any plans to do a catch can and external pcv setup?
No, in terms of mods I am leaving the engine stock, just addressing any/all maintenance issues I discover. Although a high and low load catch can setup would be one of the first mods I would do if this was staying in my possession long term.


700HP Club (N54)
Aug 1, 2017
Your threads are so satisfying to watch.

What process/materials did you use to clip the tips of those injectors?


Nov 7, 2016
San Diego
Your threads are so satisfying to watch.
What process/materials did you use to clip the tips of those injectors?
Thanks, it's always fun to see the transformation and I have been trying to streamline the build threads with more pics and less texts so you can SEE what was done and you don't necessarily need to rear although it's recommended since you never know what little surprises I might add. :)

For the injectors I used an "ultra fine" 3M automotive sanding sponge, compressed air, and alcohol. The sponges were great, not too abrasive and left the injectors looking new after a few passes.
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New Member
Feb 21, 2019
This thread is awesome. I just picked up an 08 535xi 6sp wagon. I have been doing a lot of reading however it is sure nice to have the pictures in your thread to go along with the text.
How does it ride after being lowered. I lowered my volvo r wagon and it certainly made the ride more interesting. Trying not to do the exact same thing to this car.


Nov 7, 2016
San Diego
This thread is awesome. I just picked up an 08 535xi 6sp wagon. I have been doing a lot of reading however it is sure nice to have the pictures in your thread to go along with the text.
How does it ride after being lowered. I lowered my volvo r wagon and it certainly made the ride more interesting. Trying not to do the exact same thing to this car.
Nice work snagging a 6MT! Congrats.

As for lowering the H&Rs up front with coding in the rear; my initial impressions are it isn't nearly as bad as people make it out too be but in all fairness I don't have many miles on them and not much highway driving at speed where big compressions and bottoms out can rear their ugly heads which is from what I gather one of the biggest drawbacks of lowering on stock struts.

I am a big fan of the KW V3s but the price makes them hard to justify and I am not sure why KW decided to only offer V3s and not V1/V2s. Whoever thought that US E61 owners would be stopping on the side of the road to adjust their rebound or gut the whole cargo area on the weekends to adjust compression has clearly never been to the America and see how most E61s are used. This is why I am particularly excited for my RWD E61 KW V1s which are on their from Germany (my AWD KW V3s w/ ~40k will be for sale soon) :)

The V3s do offer a better ride quality compared to springs and the difference would be even more noticeable if my E61 on V3s didn't have all kinds of upgraded sways, braces, and wasn't set at such a low setting. All that being said when you can lower the E61 for ~$250 for new springs vs $2,300 that is a HUGE difference so if you are on a budget then springs are worth a shot, if they don't work out then sell them for $150 and take a $100 loss knowing you have gained knowledge and now know what you want/need in coilovers. The next best thing is finding a set of used V3s, there is an offering from ISC but I can't comment on their performance.


Nov 7, 2016
San Diego

Family Photo

Before & After on the Valves

Flushed front and rear diff fluid, I hate the smell of gear oil.

Decided to give the XHP X-Delete a shot. It allows you switch between AWD and RWD, the flash takes about 90 seconds.

Removed F Driveshaft to ensure no parasitic loss

M5 door handle/trim and individual for the front door cards which are on their way

M5 rear sway bar, M5 brakes, and RWD rear hubs

Stock Vs M5

Got an alignment done

Replaced electronic gear selector with the late model SAT unit


Coded the vehicle order to reflect the upgrade gear selector ($205 -> $2TB). GKE215 wasn't showing up in WinKFP so I couldn't update the ZUSB with the faster SAT trans software but will do later.

A couple glamour pics, can't wait to build the front door panels


Dinan muffler was way too quiet IMO, it sounded like stock. Sold it and did a muffler delete with a Vibrant tip. More sound, more character, less weight, and left over money to pay for more upgrades

Replaced broken cargo floor handle


Replaced missing outlet plugs



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Nov 7, 2016
San Diego
Headlight gasket were UV damaged

New OEM gaskets

Replaced old OEM bulbs with Osran CBIs

Replaced broken headlight housing cap

With some fuel mixture codes popping up and one time specifying Bank 1 I decided to replaced the Bank 1 pre-cat O2 sensor. What a pain. Had to remove liners, drop subframe, remove engine mount and engine mounting arm to finally get a wrench on that mofo.

For good measure I replaced all charge-tract related vac lines. This is also not particularly enjoyable especially with banana hands like mine, the heat shielding on the engine bay closely resembles cheese graters.

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Nov 7, 2016
San Diego
With the front subframe lowered to access the o2 sensor in the downpipes I noticed the engine mounts are a bit tired. I replaced the passenger side mount. When my white E61 gets it's fresh new RWD subframe (waiting for KWs to arrive from Germany) I will swap the complete subframe over to this grey wagon. The subframe from the white wagon is in much better condition with low mileage mounts, control arms, etc.

Snagged 2 sets of E60 M5 calipers and a set of M Parallels (for my E39 Touring)

M5 brake conversion kit for a 535xi: rotors, calipers, and rear hubs

Rotors and pads came off the same very low mileage car and the calipers were cleaned and inspected, everything looks good.

Size comparison of the rear rotors

Stock fronts

As a Southern California car with brake cooling ducts and large rotors these brake shields make zero sense so they (and all other shields) were removed.


You will need M5 specific rotor bolts for the fronts. I can confirm with years of use that M5 rotors will work on non-M front hubs but the M5 hubs to have 2 threaded eyelets for screws and also a studs to help keep the rotors centered, FYI.
Stock Left M5 Right

Fronts mounted

Annie nervous knowing how stubborn these rear axles/hubs can be.

Penetrating oil, 12 ton hydraulic puller, and a sledge to tap the hub. It's the recipe that worked for me when doing the rears on my white E61 and this got the right rear to release.

The left rear was much more stubborn. I used a torch to heat the hub up to about 400F to no avail. At this point my tools are a bit maxed out and the axles threads are damaged from the puller so I will remove the knuckle and have a local shop finish the deed.

I took a brake from the .....brakes.. LOL!!! and finished the front door panels.
Here are the donor panels I snagged off eBay.

Pretty good condition overall with some typical wear on the driver door handle

On my grey inserts you can see the top of the leather has been released like it came unglued.

Under further inspection it looks like this was a factory slip-up with not enough lather for the panel. The grey leather is about 10mm too short in contrast to the brown which full wraps around.

Driver door complete. Individual "Dirac" speaker grill showing off the upgraded DSP woofer and M5 door handle with padded leather is a nice touch to compliment the Nappa leather M sport steering wheel, and SAT gear selector. Nice surfaces to touch!


With the exception of black seat backs the custom OEM+ interior is complete. Very happy with how it came out.




Nov 7, 2016
San Diego
What made you decide to upgrade the brakes? Great write up.
The E61 is under equipped from the factory when it comes to brakes, it's heavier than E60 sedans yet has smaller rotors. At stock power levels it's a welcomed bump in performance/safety and with the tuning potential of the N54 should the vehicle go down that route better braking performance becomes necessary.

I have been running M5 brakes on my white E61 for about 5 years and love them.



Jan 28, 2018
Parts unknown
Nice build. After seeing the results of the door panels and carpet swap. I feel more comfortable doing the swap. It’s something i have been contemplating for doing for a while. It looks like an entirely new car. Well done. Thanks for your post.


Nov 7, 2016
San Diego
Time to upgrade the brakes

M5 brakes + RWD hubs assemblies

Rotor comparison (rears)

Dust shields get the boot to aid cooling

You will need an M5 specific rotor bolt. 535xi left, M5 right

You can sneeze and the fronts will install themselves, I wish I could say the same for the rears....

Annie knows...

For whatever reason these axles are a real paint to remove. On my white wagon both rears required penetrating oil, a 12 ton hydraulic puller, and some "love taps" with a 10 lb sledge hammer. I got the right rear to release with this method and when I say release I mean an ultra violent *BANG*. The left rear was not as cooperative.

I played around with some heat, got it up to about 300F (which I know isn't that hot) and then decided to let the professional handle it.

I removed the spindle and took it to a local BMW indy, unfortunately they didn't find any success with their 20 ton press and lots of oil. Took it to another custom fabricator who was able to get a saw between the bearing and spindle to cut the axle tip in 1/2. Fine by me since all I cared about was the spindle.


Nov 7, 2016
San Diego
While the axle was making it's rounds at the shops I took the opportunity to execute some other upgrades and maintenance.
Replaced passenger engine mount

Flushed TC fluid

Replaced TC mount





In the spirit of a clean OEM+ build the Vossens will be retired for some style 167 (M6) wheels which are coming off my E39, E39 has a set of M Parallels which are being refinished.

Personally I think these wheels look great on the E6X chassis, heck I think they look great on pretty much everything


As a bonus we will be saving about 10lbs each corner or unsprung and rotational mass!


For fun I threw the Vossens on the E39, excuse how horrendously filthy it is.

HHHNNNNNNNNGGGGGGGHHHHHH!!! Looks perfect but would rub like crazy

New control arms, upper guide arms, and (not pictured) ball joints

M5 integral links

Used my laser level to help with the control arm positioning.

Here is the difference between AWD and RWD hubs



Nov 7, 2016
San Diego
Cleaned all threads and mounting surfaces before assembly, fresh locktite

Original ball joints coming out

Surface prepped prior to install

New ball joints and M5 links installed

One axle died in the m5 brake upgrade and the other had ~130k on it. Luckily I had an extra set of axles with about 70k on them.

Bleeding brakes


I need to adjust the parking brake and rebleed the brakes but here is how she currently sits


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700HP Club (N54)
Aug 1, 2017
I thought you were ditching the Vossens? What're your thoughts on the E60 vs. E39?

You'd be the ideal person to buy a car from!


Nov 7, 2016
San Diego
I thought you were ditching the Vossens? What're your thoughts on the E60 vs. E39?

You'd be the ideal person to buy a car from!
Thanks! Hopefully the future owner of this grey wagon feel similarly!

Vossens will be removed but I am waiting for the Style 37s to be refinished so that those can do on the E39 and then the Style 167s will get some minor curb rash addressed before going on the grey E61.

The E6X vs E39 debate is interesting. I like them both but based off my experience the E39 has a better exterior design be default and the E6X really needs some choice mods to transform it from ugly to aggressive, E39s just look good and look better with mods. Interior wise both cabins are classic IMO although both are best without navigation (no iDrive delete option AFAIK on E6X). Given I am 6'8" I really appreciate the extra room in the E61. E61 has better wagon proportions than the E39, E39 is a bit too rear heavy where the E61 is more athletic with the raising doo line and slightly angled rear glass.

Capability and function go to the E6X since it can be had in AWD but it's worth noting the relatively bullet proof reliability and the "barely adequate" power offered by the M54B30, that motor is an E39 makes for probably one of the best all around BMW cars you can buy IMO.

Performance wise the tuning potential of the N54 is really appealing, especially in the larger E6X chassis since the motor can make enough power to transform the ~4,000lb cars into rockets. Also the larger size really helps traction. I see all these E8X and E9X cars running monster sticky rubber out back just to hook at modest power levels. Aside from 1st which has boost limited my E61 barely chirps the tires at WOT and this is with modest 275/35 Hankook V12s and an M5 LSD which helps grip but also gives me REALLY short gears. Where added weight is never ideal for all out performance it's does help to put the power down in my case.

Dynamically both cars become sharper with chassis and suspension upgrades, I feel like the E6X have more to gain in this regard and if the mods are chosen correctly rather benign E6Xs start to become M5s in driving grip, handling, and power.

The performance ceiling for the E39 is much lower and you have to throw some serious coin at them to make power that an N54 car can make when it sneezes. My old E39 M5 was FBO with intake, underdrive pulleys, headers, race cats, full exhaust, custom tune and made ~380whp. You can get an N54 well above that with what one would have spent on long tube E39 headers. Different strokes for different folks I suppose.

The E39 540i and M5 offer a beautiful soundtrack that is ALWAYS appreciated. The M62/S62 soundtrack is an excellent example of a V8 soundtrack, to me it sound very American in it's rumble with a little bit of Euro flair which is a huge compliment. The noise really adds to the experience and in a 6MT car with some choice mods it is satisfying on many levels. When I had my M5 I knew it wasn't terribly fast (relative to my friend's FBO GTR) but you don't care since it's so much fun to drive. In contrast the N54 E6X cars give you the speed but really need carefully chosen mods to transform it from a fast car into a fast car that is attacks the senses, my white E61 is now at that level where it just makes you smile with all the turbos noises and the pleasant/unfiltered exhaust track which is accompanied by the g forces.

It is nice and not particularly surprising to see E39 prices start to go up on more desirable models, it's a very appealing BMW chassis and should be celebrated. E6X cars are getting cheap, very cheap, and when you see an N54 powered AWD E61 wagon sell for under $10,000; that's a TON of car for the money.

If I had to choose I would go for my E61 over other my old M5 or the current 540iT (although it's going to be SWEET with a manual). An E39 M5 Touring is appealing but talk about becoming common, everyone and their Mom's building or wanting to build one. An E38 with an S62 does sound pretty incredible but that is sedan only, if they made an E38 touring and I S62 swapped it then that would be a serious contender for my white E61, until then it's hard to think of a car I would rather have that can match the practicality, speed, and sensory stimulation.


700HP Club (N54)
Aug 1, 2017
Very detailed explanation and reply, thanks for sharing!

An E39 M5 Touring is appealing but talk about becoming common, everyone and their Mom's building or wanting to build one.
This was the lingering question I had in my mind the whole time. I love the E39 M5 and think a touring version would be a gift from God. Of all people doing these swaps and hacking E39 M5 Tourings together, you're one person I would love to see tackle the job. The level of detail in your threads is amazing. Even though everyone and their moms are building them, I'd love to watch you put your spin on it.


Nov 7, 2016
San Diego
This was the lingering question I had in my mind the whole time. I love the E39 M5 and think a touring version would be a gift from God. Of all people doing these swaps and hacking E39 M5 Tourings together, you're one person I would love to see tackle the job. The level of detail in your threads is amazing. Even though everyone and their moms are building them, I'd love to watch you put your spin on it.
Appreciate that. E39 M5 wagon build isn't off the table, my old M5 has a special place in my heart so seeing a reincarnation of that as a wagon would be epic. Not sure if you have seen my old M5 (I had some pics/links in various build threads) but it was Imola red with the ultra-rare "M-cloth" interior which was special order only on European and Canadian cars, mine originated in Canada.

Funny thing about this recent wave of people getting fired up on M5 wagons is many seem interested in it for the potential to make a profit and are completely overlooking the basics of M5 + wagon + epic. You're doing it WRONG!

I am really looking forward to manual swapping the 540iT since it has the E39 looks, has a killer soundtrack, and will have various M5 small parts on it like an M5 clutch, 3.15 ratio diff (open, not LSD), M5 sway bars F/R, solid diff mount, short shifter kit, etc. It will offer the same sort of handling dynamics, similar soundtrack, just a bit down on power but considering my previous statement of "E39 M5 isn't that fast (compared to modern cars) but you don't really care" this makes the 540iT even more appealing. It's not like the M5 is fast and it's slow, the M5 is slow and it's a tiny bit slower. Aside from exclusivity, bragging rights, or people who love to talk about VIN numbers it almost makes it hard to justify the nearly 5 digit price tag (parts and labor) to build the M5 wagon.

Speaking of M62/S62, check this out, granted the internal changes to the M62 to create the S62 are related to revving high but still, pretty interesting:
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