Stunning M60 4.0-litre V8-swapped BMW E28 5 Series and BMW E24 6 Series


Even after all these years we still come across modded BMWs that take our collective breath away, and right now you’re looking at two such cars. The E28 and E24 are two classic BMs which are universally loved, and with good reason: they both share the stunning, ultra-iconic sharknose front end; they both share beautifully simple and effortlessly elegant classic styling; and the both look damn good with some mods, as these two stunning examples so ably demonstrate. Both go about things a little differently and the styling and mods perfectly reflect the different character of their respective owners, father and son duo Matt (E24) and Riley (E28) Stair, but each one is nothing less than wonderful.

That Riley and Matt are both petrolheads goes without saying; cars like this are never a casual purchase so you have to be into your motors – and your BMs – to commit to classics like these and the fact that they’re both modded, even more substantially than meets the eye, speaks volumes about both of them. Cars – and modding – have always been a big part of the Stair household and, as is so often the case, Riley’s love for all things vehicular stems from his father’s enthusiasm for cars rubbing off on him.

While BMs were never a big part of the family’s motoring history, Mrs. Stair’s E38 from way back when is fondly remembered and both father and son have an appreciation for Bavaria’s finest. “When posed with finding a daily driver after high school, finding something old, with some character and vintage to it while having amenities desired for day to day use was of importance. The older BMWs have such fantastic and iconic styling, and were so far ahead of their time for technology, so landing in the seat of an E28 was a perfect fit,” explains Riley. “The E24 was purchased to fill the need for a project for my father. Wanting something uncommon around our area that had great styling and good driving characteristics, the E24 was the right fit and, having seen the iconic 6 Series ‘sharks’ when he was fresh out of high school, brought back memories of simpler times and nothing but fun on the horizon,” smiles Riley.

That both E24 and E28 have been comprehensively modded comes as zero surprise as both father and son have both done their fair share of modding over the years. “My father started me on the path of modifying everything with my first car, a ’1972 Chevy C10,” says Riley. “It was built from the ground up, leaving no bolt unturned, and was given a much sturdier heart, by way of a Dart 434 SBC stroker.

Other than that, I have had two bagged 66-68 Mercedes, one of which I shoved an M50B25 into, a Datsun that we threw wild aesthetics and an LS6/T56 at, caged and did burnouts in, and a 1949 Chevy pickup that is equipped with air-ride and a 12-valve Cummins turbo diesel engine. I’d consider those the notable ones at this point in time. Dad has had too many to count over the years, but most of them included American V8s and burnouts. Seeing his projects growing up is certainly what planted the modification seed within me,” he smiles.

Having decided that he wanted a slice of ’80s BMW goodness in the shape of an E28, Riley went shopping and struck black gold in his own town. “The E28 was bought in the town I live in from a guy on Craigslist. It was in very good shape, but not quite where it is today,” he laughs. “The E24 was purchased in the Bay Area, CA, about two and a half hours from where we live. It was in good condition but, again, far from where it is today.” While Riley knew the E28 wouldn’t be staying stock he didn’t quite plan on taking it as far as it’s come; “The plan for the E28 was to slightly lower it and drive it as a daily. That quickly escalated,” he laughs, but the good thing with getting stuck into the E28 first was that it served as a proving ground for the mods and so, once Matt’s E24 had been purchased, the groundwork had been done and BM project number two would be a simpler affair. “The plan for the E24 was to make a more friendly version of the E28 that could be used for nice weekend cruises and trips for my mom and dad,” says Riley and that’s exactly what the end result is. The E28 is the creation of a young mind and is overflowing with the result of that youthful exuberance and full-on approach to mods, where the E24 is without doubt a more grown-up build, one that places a far greater emphasis on subtlety and merely hints at its mods, never giving the game away and presenting itself, on the surface at least, as a very clean classic that’s been exceptionally well-preserved. Of course, both these cars have so much more going on beneath the skin than you’d ever be able to tell from just looking at them…

For the E28, its modified journey began simply and subtly enough, first with a drop on a set of springs before these were swapped out for the Ground Control Suspension Kit it now wears and Riley hasn’t been shy with the drop; in fact, in order to accommodate the massive reduction in ride height, the E28’s front and rear subframes have been modified, and the end result is just so utterly spectacular. The next step was an interior swap to a Llama Sport interior, a sort of chocolatey shade, and a full respray in Jet black, which is so deep and glossy you feel like you could just dive head first into the paint. “Once that was finished it was time to fit some proper wheels,” says Riley, and these are most definitely proper. “I feel as though the BBS RS is arguably one of the most complementary wheels to a vintage BMW. Though ultimately I think they are the best wheel for the car, Epsilon Southern Ways were considered at one point as well as a set of Hartge splits,” he says, but the RSs were absolutely the right choice and just work so well on the E28. These 16s measure 10” wide up front and 11.5” at the rear and that endows them with incredible depth and dish, with stepped lips that have been polished to utter perfection and cream-coloured centres that work so well. Some serious camber has been dialled in and as a result the car sits so incredibly low over the wheels, which just sneak under the arches, delivering stance to die for.

So the E28 looked the part but there was one element of the car that Riley wasn’t completely satisfied with. “This whole time it was my daily, and while the original M30B34 is a great engine and served the daily commute well, it left a bit to be desired, so I decided a swap was in order. Not being one to do what I had seen done by many before, and having been raised on eight-cylinder power plants, I elected to use an M60B40, taken from a 1994 740iL,” he says. “The E28’s swap was done in a month. The amount of problems and hurdles that need to be overcome to yield the final result are staggering and even after doing two swaps, I’m sure I couldn’t remember them all even if I tried,” he winces, but the end result is worth all the pain and hardship, all the blood, sweat and tears. The 4.0-litre V8 looks perfect in the E28’s engine bay and it’s an engine that delivers not only an exceptional driving experience but the soundtrack to match, delivered via a custom exhaust system finished off with a pair of side-exit tips that look so awesome jutting out from the side skirt and surrounded by that bolt-on heat shield.

With the perfect power plant now installed, Riley could begin the process of adding the finishing touches to his project, starting with the interior. While the Sport seats were fantastic, the Llama leather wasn’t ticking all his boxes and so he turned to a local custom upholstery shop who set about working their magic on the seats and the end result is spectacular. Riley’s opted for a gorgeous shade of tan leather in a lightly-weathered finish that’s reminiscent of old wingback drawing room armchairs, with this opulent, elegant and aged look that fits perfectly with the E28’s aesthetics. The gorgeous leather has also been applied to the door cards and gear gaiter while a wooden gear knob and wood-rimmed Nardi steering wheel add the finishing touches. Now it was the turn of the exterior and, while Riley has kept the classic lines of the E28 body style intact, he’s enhanced the timeless looks with a few subtle additions, following a philosophy of only fitting what seemed right and what he thought was cool. So, now you will find a pair of Zender side skirts adding some substance to the E28’s flanks, while the rear is finished off with a set of authentic louvres and they really are so utterly cool, the ideal finishing touch to an already stunning car.

With the E28 now completed after a few years of gradual evolution, work could begin on Matt’s E24 and father and son had a much clearer vision for the classic Six. “The E24 had more of a game plan and vision, and was purchased with the intent of carrying out that vision,” explains Riley. “The BMW E24 had the plan laid out to get the same treatment as the E28, but in short order. It was immediately pulled into the garage, and pulled apart,” and work began.

As with the E28, suspension was first on the list for the E24 and while it too rides on a complete Ground Control Suspension Kit, Riley’s dad opted for a slightly less extreme drop for his 6 Series, though it’s still been treated to a purposeful lowering that really enhances its looks, and it’s also been given a fresh set of bushes and joints. To go with the lowered looks, a Euro bumper conversion was carried out, which instantly makes the 6 Series even more handsome, and then the duo turned their attention to the interior. A crack-free dash was sourced, as both E24s and E28s are notorious for their dash tops splitting and looking seriously unsightly, and premium speaker pods were added for enhanced audio goodness along with another Nardi wooden wheel to match the one in the E28 plus a wooden gear knob. The seats, meanwhile, are completely original and look fantastic with their weathering and patina and add a sense of memory to the car, a tangible visualisation for the passing of time which reminds you that this E24 has lived a life.

“Once the suspension and interior were dealt with, and the Euro conversion competed, we turned to the drivetrain,” says Riley. “Knowing that the cars share the same basic chassis structure, and knowing how the chassis responded to the M60B40 power plant, it was the logical swap for us. An engine and trans were sourced and we got to work.” As in the E28, the V8 fills up most of the engine bay and the swap looks absolutely perfect, so much so that you’d never suspect it hadn’t been there since the car left the factory if you didn’t know any better. As in the E28 it’s been equipped with a set of custom exhaust manifolds and a custom exhaust system, though Matt has opted to retain a more traditional tailpipe layout; as for the gearbox, where the E28 uses a ZF five-speed transmission with a lightweight flywheel, the E24 has been equipped with a Getrag six-speed gearbox with a fresh dual mass flywheel and clutch, chosen specifically to deliver a more OEM feel.

With the hard work done and both exterior and interior exactly how Matt and Riley wanted them, it was time for the finishing touches, with the most important of these being the wheels. As with the E28, BBS RSs were chosen for the E24, another perfect pairing, but here they’ve been done slightly differently. They’ve been stepped-up from 16” to 17” and measure 9” wide up front and 10” across at the rear, while the centres have been treated to the most delicate shades of gold that delivers just the lightest hint of colour and it’s a wonderfully subtle finish that looks utterly gorgeous. The finishing touch was a respray, with the E24 being treated to the shame shade of Jet black as the E28 and the deep, rich shade of black looks stunning on the classic Six.

This pair of cars might look very different and they are both wonderfully individual but, beneath the surface, they’re more similar than you might imagine, much like Riley and his dad. They might be a generation apart, but their love of cars has forged a fantastic father-son bond and their passion for modding has been absolutely poured into this pairing. We couldn’t pick between these two cars; we love the E24 for its originality, the most delicate of enhancements to that timeless styling and the wonderful patina on the interior that it wears with pride, while we love the E28 for its outrageous drop, the deepest of dish on the wheels and its muscular looks. Most of all, though, we love the V8s that now fill both engine bays so perfectly, as do Matt and Riley; “The engine swap is probably both of our favourite mod on the cars,” grins Riley.

“The engine drives well, has great power and gives an OE-like feel, as though it was meant for the car. From a builder standpoint I think we enjoy it because of the degree of difficulty and the challenges it presented,” and there’s no doubting that but overcoming those hurdles and working through those problems is all part of a build and just brings us closer to our projects. Unsurprisingly, going by how stunning both machines look, there’s not much in the way of plans for either one, though a project is never truly finished; “I’m sure they will continue to evolve as time goes on as most things do. Refinements here and there,” muses Riley, “but given the initial vision for the cars and what they were built for, to me leaves little to be desired in their current trim.” The most important thing to do now is enjoy them and, with two machines as stunning as this, that’s something that father and son are going to have a great time doing.

DATA FILE M60 4.0 V8 E24

ENGINE AND TRANSMISSION 4.0-litre V8 M60B40, custom exhaust manifolds, custom exhaust system. Getrag 420G six-speed manual gearbox

CHASSIS 9×17” (front) and 10×17” (rear) stepped-up BBS RS wheels with gold centres and polished lips, 235/45 (front) and 265/40 (rear) Bridgestone Potenza RE760 Sport tyres, Ground Control suspension, E38 740iL brakes

EXTERIOR Jet black, full Euro conversion

INTERIOR Original black leather Sport interior, Nardi wooden steering wheel, wooden gear knob, Euro gauges, premium speaker pods

DATA FILE M60 4.0 V8 E28

ENGINE AND TRANSMISSION 4.0-litre V8 M60B40, custom exhaust manifolds, custom side-exit exhaust system. ZF five-speed manual gearbox, lightweight flywheel

CHASSIS 10×16” (front) and 11.5×16” (rear) BBS RS wheels with cream centres and polished stepped lips, 205/45 (front) and 225/45 (rear) Dunlop tyres, custom Ground Control suspension, custom subframes (front and rear), E38 740iL brakes

EXTERIOR Jet black, ‘iS’ air dam and spoiler, Zender side skirts, rear window louvres, drilled door handles, custom US bumper tuck

INTERIOR Sport interior fully-retrimmed in aged tan leather with matching door cards and gear gaiter, Nardi wooden steering wheel, wooden gear knob, Euro gauges

THANKS Dad, for all the help over the years, and Mom for letting us spend all the time and money on all of the cars we seem to end up toying with

“In order to accommodate the massive reduction in ride height, the E28’s front and rear subframes have been modified”

“The E24 has been equipped with a Getrag six-speed gearbox with a fresh dual mass flywheel and clutch, chosen specifically to deliver a more OEM feel”

“While it too rides on a complete Ground Control Suspension Kit, Riley’s dad opted for a slightly less extreme drop for his 6 Series”


Custom side-exit exhaust. Drilled door handles. BMW E28 has been treated to a serious drop. M60 V8 took a lot of work to fit but was well worth the effort. Rear window louvres look fantastic. Gorgeous aged tan leather. BMW 6 Series has been treated to a Euro bumper conversion. Wooden steering wheel and gear knob look great with the original seats. Premium speaker pods have been fitted. More conventional custom exhaust here E24 V8-swap required no less work. Beautiful gold-centred BBS 17s on the BMW 6 Series.


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Jean-Claude Landry
Jean-Claude is the Senior Editor at, and, and webmaster of He has been a certified auto mechanic for the last 15 years, working for various car dealers and specialized repair shops. He turned towards blogging about cars and EVs in the hope of helping and inspiring the next generation of automotive technicians. He also loves cats, Johnny Cash and Subarus.