Paul I think you are correct! Every dealer I went to to look for a 540 told me all the 4.4l motors were going to the X-5's. And sure enough they had a lot and back lot full of X-5's! I also live in Silicon Valley, BMW hot bed. I think that BMW was a bit late to the SUV scene so they want to sell every last one they can before people figure out they don't really need a $60K 4WD low MPG truck to get to their dot com job. Milt