Three BMW E36s, three S54 swaps – and three very different end results


This E36 Touring, which happens to be my own car, is the only one here that isn’t an M3. BMW never offered an M3 Touring and although I don’t class it as an M3, I suppose it’s as close to what you could call an M3 Touring as you’re going to get. You may have followed its build in the Our Cars section of the magazine over the past four years or so; well, now here’s the whole story. I was on the search for a good E36 back in 2010. It was to be my first BMW and after looking around at a few coupés, I was offered this 323i Touring for just £1000. With only 84k miles on the clock (and it being a rare Sport model) it was a nobrainer. The best I’d seen for the same money before that was a 318iS and great through they are, a six-pot was always going to win me over.

Fast-forward a few years and a few lairy wheel and suspension setups later I decided that what I really wanted to do was drive the thing. So the silly wheels went, the ride height came up and the interior started disappearing, bit by bit. Then, one fateful day at Brands Hatch, the M52B25 decided enough was enough and started throwing a bit of a wobbly – or so I thought. Constant overheating and pressurising of the cooling system had me thinking head gasket problems, and so I parked it up and didn’t touch it for a couple of weeks, instead spending £200 on a Peugeot 106 to ferry me to and from work.

An M3 lump was always on the cards. I’d been waiting for the M52 to go but it was a reliable bugger until that point. I knew that if I was going to do it, it had to be done right. I wanted an S50B32, and no 2.8 or 3.0-litre swap was really of interest. As it happened, I had a text from PBMW 01/13 cover car owner Pipey McGraw asking if I knew anyone that might be after an S54, as he’d ended up breaking his E46 M3 for parts. The cogs began whirring inside my head…

There are few people that I trust with my car but RAW Motorsport is one of them. I met founder Robin Welsh through writing about the cars he’d built for his customers for this very magazine. And so knowing the level he works at, I wanted a slice of the action. A deal was made, and so Robin took my M52 as a payment for his labour.

Just a couple of weeks later I had a text from Robin saying that the engine bay was empty and that the S54 was being prepared to go in. I waited for various parts to come from the States to make the swap as simple as possible on the wiring front, and so the car was with Robin for a couple of months in the end, although he really didn’t hang about. I popped down to his then- Southampton HQ to lend a hand as much as I could. Everything came together pretty well, apart from the wiring, which wasn’t quite as plug ’n’ play as I had hoped.

Cue Adem Ergen of Ergen Motorsport who fortunately was able to see the car a day before he went on holiday. Within half an hour we had the S54 started up before he had to rush off, leaving just the tidying up to myself and Robin. I had just two days to get the car finished and MoT’d before I headed to Eurothrasher Wales.

Mishimoto came in handy on the cooling front, and Robin fabricated an exhaust joining piece to make the Milltek E36 M3 back box I had a bolt-on fit. After a quick refresh of the oil it was ready to go.

The swap was completed over two years ago now, without a single glitch on the swap-side of things. The S54 has been treated to a full Vanos rebuild with parts supplied by Hack Engineering, as well as a Viton CPV seal from the same firm and a Driftworks lightweight flywheel. Thus far, it’s been pretty reliable, with just a couple of oil leaks which were dealt with by the aforementioned upgrades.

The chassis has been brought up to par with CAtuned coilovers, Eibach anti-roll bars and a stack of polybushes from Revshift and Powerflex, while braking comes courtesy of WP Pro. They’re the lightest and best made brakes I could find and to date I’ve been seriously impressed with them.

Finally, the interior has been semistripped with a pair of carbon fibre Porsche replica seats, Sabelt harnesses and not an awful lot else. Since the shoot, the car has undergone quite an overhaul. The air box is now on the engine, as is a set of underdrive pulleys from VAC Motorsports. The seats have been changed for Sparco Corsas, more interior trim and wiring has been removed, and it’s now got a set of CAtuned chromoly driveshafts. It’s never felt so good, and is fast becoming the semi-sleeper I always wanted. Who said you have to have an M3 to have fun?


 The relatively sensible car of this group is Paul’s, which has been built as a comfortable road car with rare M3 goodies and, of course, an S54 engine. In many ways Paul did the opposite to Jonnie (see over the page). He also had an S50 E30 before his E36 but that was an all-out ex-Production BMW shell and so was a full-on track car, whereas his E36 is quite the opposite. Paul picked the car up as an alreadyconverted car but, as he is a perfectionist, he though it needed a little work. It had a great spec list already, including CSL exhaust manifolds, coilovers, AC Schnitzer wheels and a proven 360hp. It also boasted a full complement of Powerflex polybushes, Eibach rear camber arms and a Z3 steering rack – all good quality goodies for improving any E36.

It also had the E46 M3’s 3.62:1 final drive, Porsche brake calipers and was finished in its original and very rare Orinoco green. It also came complete with functioning air conditioning, too. On paper the S54 was perfectly integrated into the E36 shell.

“I got it in November 2014,” Paul explained. “It was in pretty good condition but just needed loads of small jobs doing, such as fitting rear top mounts and ABS sensors, the tyres were leaking air, the wiring needed sorting and so on.” Over the next six months the list was ticked off, both by RAW Motorsport and Paul himself. All these fiddly little jobs took some time to do but once completed the E36 was much better for it. “My favourite bit of the car had to be the engine, really. It’s so much faster than the S50 and has a lot more torque so it’s nicer to drive around town,” Paul explained. “I also found it much better once I put the cats back into the exhaust. It made the noise better and also cured a flat spot in the rev range.”

The plan for Paul was always to keep the car as a nice road car that could also be used in anger on the street – a stark contrast to his old E30 but a great chance to create a fresh take on his ideal BMW. “The plan was to change the suspension and wheels, and to add a big carbon air box. However, I sold it in the end due to the costs involved and wanting something that I could use in sprints and hillclimbs.”

So, this particular S54 E36 has now moved onto a new home. Currently Paul has a Renaultsport Clio 200, but he’s far from over the BMW bug. “I’m sure I’ll get a BMW again one day. It may well be with a V8 as I need one in my life!” he laughed. For now, the cool OEM+ S54 E36 M3 is out there being enjoyed by someone else, but with an impeccable track record with BMWs, we can’t wait to see what Paul will be back with.


Jonnie’s E36 is certainly the most extreme of these three. He’s no stranger to these pages, having had his old S50 E30 featured quite some time ago now. However, this E36 is something of a polar opposite to that car. Jonnie sought out the non-sunroof E36 M3 shell with only one thing in mind: to build a track car. “I got the M3 from a guy near Norwich in early 2012. It was mint with low-mileage, low-spec and without a sunroof – just what I wanted.”

With the guidance and services of RAW Motorsport at his disposal, Jonnie set about creating the track car he wanted from the ground up. After some deliberation about exactly what the specification should be, Robin at RAW was given the go-ahead to get to work. “I did have my mind set on keeping the stereo and some creature comforts in it but Robin slowly talked me out of it,” Jonnie explained. “It was my first track car build and Robin’s experience really made me realise what I did and didn’t need. It’s been amazing – the car is a turn-key track car. I can drive it to the track, spend all day driving and drive it home without a worry; it’s so well put together.”

Six months of work saw the M3 taken virtually back to a bare shell before being built all the way back up, complete with a thorough smattering of modifications, to the original 3.2-litre S50. Robin created a comprehensive roll-cage from scratch which was welded-in, tying all of the suspension mounting points together for optimum stiffness and safety. The interior was fully repainted in gunmetal grey, while the underside of the car was treated to some reinforcement thanks to Turner Motorsport subframe and trailing arm mount reinforcement plates.

From here, the car was ready to be bolted back together, with a load of new parts. Every single suspension bush was swapped for Poweflex’s finest polyurethane, while KW V3 coilovers, Eibach anti-roll bars and a host of adjustable components complete it on the suspension front.

The M3 Evo’s usual six-speed gearbox, known for not being best-suited for track work, was swapped for the stronger fivespeed ZF from the earlier 3.0-litre M3, complete with a lightweight flywheel setup, while the diff was fully rebuild by RAW Motorsport to have an aggressive 75% lock and the E46 M3’s 3.62:1 final drive ratio. Finally, the brakes were fitted, with Jonnie opting for AP Racing six-pots up front and a simple disc and pad upgrade at the rear. In that format, Jonnie enjoyed a couple of track days and a trip to Spa in Belgium but when the opportunity to buy an S54 from a low-mileage E46 M3 SMG Convertible came up he couldn’t refuse. The lump was completely rebuilt with new piston rings, uprated bearings, ARP bolts and new gaskets throughout, as well as a completely refurbished Vanos unit using parts from Hack Engineering.

It was then dropped into the E36 with some custom exhaust work and a Geoff Steel carbon fibre air box and was bolted to the existing transmission setup. Ray West then gave it an AlphaN mapping session to make the most of it all, resulting in the car’s impressive 351hp and 305 lb ft of torque. “I’m a big fan of the S50B32, it’s a cracking motor,” Jonnie told us. ‘The S54 is just 10-15% better at everything. The extra torque really helps it, but one thing I always find a bit mental is how easy it is to rev past 8k. It gives you that extra bit on track, where you really want it.

“It’s hard to pick a favourite mod. The diff coupled with the flywheel is great. The new motor obviously sounds fantastic. The brakes are also great and the cage is excellent. To me it’s the whole package and I love it. One of my favourite things about it is that it’s quite subtle and doesn’t bring me much attention, which I like!”

Jonnie’s future plans mainly include driving it as intended, around Europe’s race tracks, and he may also start using fibreglass bodywork and Lexan windows to reduce the weight even further. But mainly he just wants “to drive the damn thing!” And as it’s one of the world’s finest E36 track cars, we don’t blame him.

DATA FILE S54 E36 (track)

ENGINE AND TRANSMISSION 3.2-litre straight-six S54B32, ACL rod bearings, ARP rod bolts, ARP head bolts, fully rebuilt Vanos unit with Beisan Systems/Hack Engineering parts, Geoff Steel Racing carbon air box, 55-degree Motorsport thermostat, Mishimoto aluminium radiator, Spal electric fan, Mocal 25-row oil cooler, Driftworks lightweight chromoly flywheel. Five-speed E36 M3 3.0-litre ZF gearbox, M3 Evo large case LSD with 75% lock and 3.62 final drive.

CHASSIS 9×17” Apex ARC-8 wheels with 235/40 Toyo R888s or 9×17” Team Dynamics WTCC wheels with Yokohama slicks, wheel stud conversion. KW Variant 3 coilovers, Rogue Engineering rear top mounts, Eibach anti-roll bars, adjustable front drop links, E36 convertible front crossbrace, adjustable rear camber arms, Powerflex polybushes throughout, Turner Motorsport rear trailing arm mount reinforcement plates, Turner Motorsport front subframe reinforcement plates, Z3 1.9 steering rack, Driftworks power steering cooler. AP Racing front big brake kit with 330mm discs and six-pot calipers, drilled rear discs, Pagid RS29 pads all-round, braided hoses throughout, hydraulic handbrake.

EXTERIOR Genuine E36 M3 Evo non-sunroof shell in Cosmos black, aluminium doors, TRS tow straps.

INTERIOR Fully stripped interior with all sound deadening and unnecessary wiring removed, resprayed gunmetal grey, full RAW Motorsport multi-point roll-cage, Corbeau Revolution seats, TRS six-point harnesses, Sparco steering wheel, flocked dashboard, Varley Redtop 30 battery relocated to passenger footwell, plumbed-in 4.0-litre Lifeline fire extinguisher.

THANKS Robin, Clive and Tom at RAW Motorsport

DATA FILE S54 E36 (fast road/track)

ENGINE AND TRANSMISSION 3.2-litre straight-six S54B32, engine swap by RAW Motorsport, custom velocity stack setup with Pipercross filters, fully rebuilt and upgraded Vanos with Beisan Systems/Hack Engineering parts, Hack Engineering Viton CPV seal, custom E46 M3 cats/centre section, Milltek E36 M3 rear exhaust section, Mishimoto alloy radiator, Mishimoto coolant hoses, Mishimoto 12” electric fan, Epic Motorsports AlphaN mapping, Ergen Motorsport swap wiring with drive-by-wire, air-con deleted, secondary air pump deleted, Driftworks 5.4kg chromoly flywheel, Revshift 95a engine mounts. Six-speed manual E46 M3 gearbox, LUK clutch, Rogue Engineering stainless steel clutch pivot pin, UUC braided clutch hose, UUC clutch stop, Revshift 95a transmission mounts, custom rose-jointed shifter.

CHASSIS 8×17” (front) and 9×17” (rear) Rota Grids with 235/45 Yokohama Advan AD08 tyres, Motorsport Hardware wheel stud conversion with Titan extended nuts, 15mm front spacers. CAtuned coilovers with custom spring rates, Meyle HD front control arms, Revshift 95a eccentric front wishbone bushes, Hack Engineering rose-jointed front drop links, M3 Evo rear axle, Powerflex subframe bushes, Powerflex Black Series trailing arm bushes, Eibach anti-roll bars, Eibach/SPC adjustable rear lower control arms, Ultra Racing front underside brace, Ultra Racing rear strut brace, UUC front strut brace, Mishimoto power steering cooler.

EXTERIOR Hell red, standard M-tech body kit, M3 splitter, smoothed front and rear roundels, custom side moulding badges by Nevets, bootlid lock deleted, headlight inner lenses deleted and shrouds fitted, HID headlight conversion, foglights deleted, amber indicators, roof bars removed and smoothed.

INTERIOR Stripped rear half, Designtek carbon fibre Porsche GT3 replica seats, VAC Motorsport floor mount adaptors, Sabelt harnesses (six-point drivers, four-point passengers), Momo steering wheel with quick-release, E36 M3 Evo clocks, VDO voltage gauge, carbon fibre handbrake handle, suede shifter and handbrake gaiters, Kenwood bluetooth head unit.

DATA FILE S54 E36 (fast road)

ENGINE AND TRANSMISSION 3.2-litre straight-six S54B32, BMC induction kit, CSL exhaust manifolds, custom E46 M3 cats/centre section, Eisenmann E36 M3 rear section, Samco hoses, Evolve remap, functioning Sport button, functioning air conditioning. E36 M3 Evo sixspeed manual gearbox, rebuilt E36 M3 Evo diff with 3.62:1 final drive.

CHASSIS 18” AC Schnitzer Type II Racing three-piece wheels with Pirelli P Zero Rosso tyres. Z3 steering rack, HSD MonoPro coilovers, Eibach camber arms, M3 Evo front control arms with offset bushes, polybushed throughout. Porsche 996 Brembo calipers front and rear with Ferodo DS2500 pads allround, E46 M3 CSL front discs, E46 M3 rear discs, braided lines front and rear.

EXTERIOR Original Individual Orinoco Green paint, rear arches rolled

INTERIOR Light green Vadar interior, Harman Kardon stereo upgrade with Becker head unit 

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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.