|S38B35||3,453 cc (211 cu in)||188 kW (252 hp) @ 6500 rpm||330 N·m (243 lb·ft) @ 4500 rpm||93.4 mm (3.7 in)||84 mm (3.3 in)||1986–1988||BMW E28 M5 (NA spec), BMW M6 (NA spec),
BMW M635CSi with catalytic converter
|S38B36||3,535 cc (216 cu in)||231 kW (310 hp) @ 6900 rpm||360 N·m (266 lb·ft) @ 4750 rpm||93.4 mm (3.7 in)||86 mm (3.4 in)||1989–1993||BMW E34 M5 (NA spec) and Euro spec 1989–1992|
|S38B38||3,795 cc (232 cu in)||250 kW (335 hp) @ 6900 rpm||400 N·m (295 lb·ft) @ 4750 rpm||94.6 mm (3.7 in)||90 mm (3.5 in)||1992–1996||BMW E34 M5|
The S38B35 was based on the M88/3, but with changes including a dual-row timing chain, camshaft, compression ratio lowered to 9.8:1 and fitted with a catalytic converter.
- 1986-1988 BMW M5 (E28) sedan (North America only)
- 1988-1989 E24 BMW M6 coupe
- 1987-1989 E24 M635CSi coupe
For the S38B36 displacement was enlarged from 3453 to 3535 cc, achieved by increasing the stroke from 84mm to 86mm by using a longer forged steel crankshaft.. Different camshafts were also used and the compression ratio was increased to 10:1. A variable-length inlet manifold was used claimed to improve torque output, equal length stainless steel exhaust headers remains.  The fuel injection system was Bosch Motronic.
- 1988-1992 E34 M5 sedan
In 1992, BMW further enlarged the S38 engine to 3795 cc, with power climbing to 250 kW (340 hp) and torque increasing to 400 N·m (300 lb·ft). Coil-on-plug ignition replaced the traditional distributor which was used on previous S38 engines and the Bosch Motronic 3.3 fuel injection system was used. Other upgrades include:
- The resonnance flap now is controlled by the DME.
- Also gains a new spot on the power curve for the above, at 2,480 rpm (the other two being at 4,120 rpm and 6,720 rpm)
- Thus it develops ~ 80% of its total torque from just ~ 1,800 rpm.
- A new dual mass flywheel that acts like a harmonic balancer.
- New design for the front crankshaft damper with four stretch bolts which are fastened with three phases.
- The compression ratio has been raised from 10.0:1 to 10.5:1
- The exhaust manifold specially developed from a high grade superalloy familly, named inconel  that is used in extreme environments and high temperature applications such as Formula One and NASCAR exhaust systems and space shuttle programs.
This engine was used in the E34 M5 until finished production in 1996.
- 1992-1996 European-spec BMW M5 (E34)
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