The concept that never existed.

Non-frequently asked questions:

Why S54 ?

Almost every engine could be turbocharged, but there is nothing in this world that could be compared with the sound of a straight six, with individual throttle bodies, revving up to 8k rpm. Instant goosebumps.

Why All Wheel Drive ?

Because ….Subaru STI Bugeye, Mitsubishi EVO 8, Audi S4 B5 and all other BMW competitors that knew the right recipe for “all-kind-of-a-track fast car” by the time when the e46 model was made.

Why touring ?

I never liked the saloon version of e46. I’ve always defined “Sleeper” as a standart, bone stock exterior wagon with a roof box and a towing hitch. Never the less as a family guy with a kid I needed as much room as I can get.

Upgrades that turned my ordinary e46xi into 332mxi.

Engine swap and tune.

This project started as s54b32 swap. At first just with plain preventive maintenance – rod and main bearings, belt drive, consumables, few o-rings, seals and gaskets. Then it turned to complete head machining and overhaul, stainless rings head gasket, complete VANOS rebuild and ended up with few upgrades such as ATI harmonic balancer, light weight flywheel, massive oil and engine coolant upgrades, clutch fan delete and others.

6 speed manual conversion.

Swapping the standart manual ZF 5sp gearbox to the GS6-37BZ 6sp on AWD car isn’t that simple. It took a lot of research and test fitting until the right gearbox was found. It’s the same box that is used on z4m so I placed my bet on it – to hold the S54 power. If having overpowered RWD car is a trouble – having overpowered AWD car – makes it double. I didn’t want to blew a tranny by any means.

Differentials upgrade.

Both (front and rear) open differentials were replaced by Torsen helical limited slip differentials which dramatically improved traction and reduced the understeer that AWD cars are prone to. I’ve kept the original gear ratios which are slightly longer compared with the original m3 final gear ratio. Future plans for that build are forced induction related and as as some of you may know – boost doesn’t like short gears.

Transfer case upgrade.

The original 38%/62% fixed ratio e46 transfer case was replaced with e60/90 x-drive one. BMW made it straight bolt on, but I had to develop one of a kind standalone module that would be able to control the OEM actuator. That allow me to play with the front/rear wheels bias in real time. It took me over a year creating such module and some extra time in developing adapter flange for the stock driveshaft, but now … im doing final tests and I’ll call it a day !

Wheels, suspension and body.

Moving from the originally fitted ET47 to ET30 wheels, increased vehicle’s track width with 34 mm. Lowered weight transfer equals to improved handling. I’ve also reinforced the rear axle mounting points and replaced every single bit of the suspension components before installing the e46 M3 front strut bar *bling* and the Bilstein B12 pro kit, which lowered the car with 25mm on the front and 22mm on the back bringing great weight distribution to all four 225/45/17 semi slicks.

Brakes setup.

The stock single caliper pistons were replaced by 6 pot brembo’s on the front and 2 pot brembo’s on the rear out of 135i, combined with е46 330i slotted rotors. Stock lines were replaced with HEL braided ones and the cherry top was the bigger piston master brake pump and dual diaphragm booster out of M3. Currently the car could stop the time. And yes – DSC works as a charm.


The whole awesomeness of the build came to its peak when I decided to supercharge the mighty S54, squeezing out some extra digits on the hp/tq scale. The ESS VT2-525 kit was introduced to the job. Since the e46 xi front axle is quite different compared with the m3 one, an innovative approach is needed on installing the intercooler and air intake which requires overall customization by replacing/modifying some of the kit parts. Right time for ECU software changes and fuel delivery system upgrades.

The Z interior feeling.

Z4m sport heated seats are the best the money could buy. The z4 268mm multifunctional steering wheel provides outstanding feedback. And since z4 uses cruise control stalk instead of buttons on the wheel – I had to retrofit that as well. The z4 short shifter and weighted knob compliments the 6 speed gearbox. The genuine e46 m3 cluster might display the oil temp., but the Greddy Oil pressure / boost duo mounted in the central vents and the AEM AFR in driver’s vent shows the rest.

This site is currently under heavy and constant construction and it should be done any time soon.

The 332mxi blog would provide a complete information about the process of building such a project car with all the needed parts and know-how described in the best way I’m capable of.

Small web shop where some useful and not so much useful stuff (e46 and non-e46 related) could be purchased in the name of funding and developing further the 332mxi project.

Browse the tons of pictures I’ve made during the process of creating 332mxi.