The BMW E39 is one of the perfect combinations of everything BMW does well in creating an engaging, comfortable, versatile, and powerful luxury sedan. Listing all of the options, configurations, and the differences between the preceding and successive generations is a job for Wikipedia, though. We’re going to be a bit more specific today and talk about one of the most popular versions of the BMW E39, mostly the sedan body style, and how it can be an affordable, fun, daily driver with just a few changes. This is what we would do, and have done, to make the perfect E39 540i sedan with our recommended services, modifications, and upgrades.

The newest of the E39 540i examples are over fifteen now. They can almost get a driver’s license and legally drive themselves, and some can even vote. This also means they are probably in need of quite a bit in terms of maintenance. With a goal of both refreshing and upgrading your 540i, it’s going to be all about tackling two birds with one stone. Here’s what we would suggest.


The E39 used a multi-link setup. This design makes the big sedan more agile and feels like a much smaller car, but it also means there are more bushings and parts to wear out over time. We suggest a full overhaul. Make sure you go with the Turner Motorsport Monoball Upgrades for the thrust arms and control arms for the longest lifespan, least NVH, and complete elimination of deflection.

Bilstein or Koni dampers paired with H&R sport springs are a great way to tackle your strut/shock replacements with the added benefits of better handling, ride quality, and lower stance. If you want to have the most amount of adjustment, though, you should go with coilovers.

Lastly, upgraded sway bars should make your large sedan feel tight through the corners and reduce its wallowy body roll.


Another failure-prone part of your E39 540i is the cooling system. Replacing your water pump, expansion tank, coolant hoses, thermostat, and coolant will prevent these woes from ever affecting you. Our cooling system refresh kit is a good place to start. If you want a real bump in peace of mind, you can also go with an electric fan upgrade that will free up space in your bay and last much longer than the mechanical fan clutch from the factory.


The M62 V8 found in the 540i is a great platform, makes tons of power, and will run like a top for a long time if it is well taken care of. You should tackle the chain guide service, VANOS service, valve cover gasket replacement, and valley pan gasket service. These are all known weak points in this engine, so if you don’t remember when they were done, don’t know if they have been done, or know they haven’t been done, you should take care of those services ASAP.

After those maintenance bits have been handled, you can make a few upgrades. The M62 makes plenty of power from the factory, but with a few tweaks, you can bump that power to more respectable levels. The Turner Motorsport Intake Air Temperature Relocation kit paired with an AFE Cold Air Intake, it can give you some modest gains thanks to the lower temperatures into the throttle body and resist heat soak, which means your system won’t change the air-fuel ratio to combat that additional heat and rob you of power.


Next, you can go with a full exhaust system to open up the exhaust flow, give you some more power, and make your V8 sound much more aggressive. The Supersprint headers, while expensive, are excellent pieces of equipment that offer high-quality materials, beautiful looks, wonderful sounds, and more power. From there, the Supersprint center section and a Dinan Axle-Back system will round out your exhaust for the best performance.


Obviously, we preach Apex wheels around here. They’re lightweight, look incredible and are designed with BMW fitment in mind for that perfect stance. Offering a blend between affordability and excellent design, Apex wheels are our favorite choice for any BMW, except the E39 has a different center bore. These were custom-made for this 540i. That said, we have plenty of suggestions like Alzor, BBS, and Beyern.


The 540i came with a few options for radios. To bring them into the modern age, if you want something like an infotainment system, the Android multimedia system is the way to go. For the classic look with modern features like Bluetooth, Aux inputs, and USB connectivity, a VDO head unit is what we would suggest. The benefit of the VDO unit is that it looks factory but offers modern features. However, for use with navigation and more media, the Android unit gives you several advantages.

For the interior lighting, our Ziza master LED kits will give your cabin a more modern feel with longer-lived, brighter, and more pleasing lighting. This is a simple DIY that just involves replacing the bulbs and one we highly recommend.

If you have a manual transmission 540i, the Turner Motorsport Adjustable Short Shift Kit is the best bet. It lets you change both your throw and shifter height, which makes your engagement exactly how you want it.


For the stoppers, you really don’t need much. You can always ball out and go with some StopTech BBK kits, but for a budget performance option that also tackles your brake maintenance, we suggest either a Powerstop kit or our own Assembled By ECS performance brake service kits.


Finally, the last change we suggest is to upgrade your front bumper. The 540i front fascia doesn’t quite hint at the powerful V8 under the hood. With an M5-style bumper, you can give your E39 the classic underbite and more aggressive looks that reflect how your BMW performs.

Of course, there are more upgrades you can make like switching to an LSD rear end, more bushings, mounts, and sways you can choose between for less deflection and body roll, and you can always go with air ride suspension or top-shelf coilovers. There are always more ways you can make your E39 yours, but this is our list, dammit. With these upgrades and maintenance services, you should have a fairly stout E39 540i. Now go out there and start wrenching!