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Door Sill / Side Member a.k.a. Rocker Panel, Covers
Retrofit Project
First let's decide what were are going to call these parts on the car. BMW calls them Side Members in the TIS and Door Sill Covers in the ETK. This part of a car�s structure is most often referred to as the Rocker Panel, but BMW doesn't use this term except to describe the plastic trim panels inside the cars door openings. For this article we will use the term rocker panel but it will be interchangeable with Side Member and Door Sill.

The facelift of an E38 built between 99-01 includes several items which were changed in these production years. The headlights are one of the most obvious changes and my DIY headlight upgrade is one of the many techniques that can be used to do this part of the facelift. Another noticeable part of the facelift is the smooth rocker panel covers that were added in 1999. From 99-00 they were finished matte black but in 01 they were painted in body color along with all of the front and rear trim panels.

Some people have chosen to paint out the 95-98 style rocker panels to simulate the 01 look, but this does not fulfill the concept of a facelift retrofit, although they can make the earlier models look really nice done this way IMHO. When adding these covers, the lower door gaskets all change as well to match the 99-01 look and to provide for proper water drainage.

The parts list is quite simple because these rocker panel, (side member/door sill) covers come from BMW with the clips and gasket attached to them. Of course when ordering them let me offer a piece of advice. Ours showed up with the metal clips still installed in the covers and all 4 of them were packed front to back in the box. They have a light plastic �dust cover� on them but no protective materials were wrapped around them and so what we found when we unpacked them was all but the first one had been gouged by the metal clip of the cover behind it. These damaged covers were replaced by the dealer (Crevier BMW) at no charge, but we were really frustrated to have to stop after only one cover was installed on our first weekend.

Here is the list of parts we used for a 98 740iL in matte black color.

1ea. 51-71-8-242-715 Left rocker panel cover - black
1ea. 51-71-8-242-716 Right rocker panel cover - black

1ea. 51-21-8-158-185 Front door gasket L -black
1ea. 51-21-8-158-186 Front door gasket R -black
1ea. 51-22-8-158-189 Rear door gasket L -black
1ea. 51-22-8-158-190 Rear door gasket R -black
1ea. 51-13-8-236-893 Front fender gasket L -black
1ea. 51-13-8-236-894 Front fender gasket R
1ea. 51-13-8-236-895 Rear Quarter panel gasket L -black
1ea. 51-13-8-236-896 Rear Quarter panel gasket R -black

20ea. 51-71-8-259-788 Expanding rivets

The parts list will vary depending on whether you are working on an 740i or 740/750iL E38, so beware, this parts list is for a long wheel base version. Also, we selected the matte black finish for the covers and the door gaskets, so they would just install without the need to be painted. That is because we both have Jet-Black 740iLs, but any other color car would require the parts that are primed vs. painted black to get an 01 look. The color of the paint on these covers is very close to what is used on the lower bumper and spoiler trim parts for the 95-00 cars. It is black but it is a bit less glossy than the body parts are. This was acceptable to us, but you may want to paint them and in that case, even a black E38 would then use the primed parts instead of the black ones.

Ok now that we got the parts we want, what did we do to install them?

Step 1. Remove the existing duct work and lower rocker panel covers:
This is a dirty messy job but it is not hard to do. These parts are held in with a series of 8mm hex bolts, 10mm body nuts and lots of expansion rivets. The bolts and nuts are the easy to remove but the expansion rivets can be troublesome. They have a center pin that is pushed into the rivet body to expand it and hold it tight. The tricky part was to get enough grip on the head of the pins and pull them out so the rivet body can be removed. I used a combination of wire cutter pliers, a nail puller, flat bladed screwdrivers and my fingers to remove them. I have to admit that on a few, the small plastic head of the pin snapped off, I was left only with the option of breaking off the rivet. This left some scraps of plastic rivets inside the body of the car that I hope do not become noisy reminders that I should have been more patient with them??? I cannot give you any better advice than to take your time and be careful with the heads on these pins because they will deform and or snap off leaving you in the same spot I was. In hind-sight, it may be easier to just cut off the heads of the pins and push the pin into the rivets far enough to allow them to be removed without forcefully snapping them out, but it's too late for Bettie now, hehe.

Step 2. Remove the Door Gaskets.
The next thing we did was to remove the gaskets at the bottom of the doors and the two gaskets that are on the front fender and rear quarter panel that line up with these. These parts can be discarded as they are replaced by the new ones. Now is a good time to clean the edges of the doors and the body panels while they are uncovered, there was tons of gunk on ours.

Step 3. Install New Door Gaskets:
Once the body panels and door edges are cleaned, install the new gaskets by lining up the ends with the door panels so they will look right once installed. We began at the outside end of the doors and pushed the end of the gasket onto the door panel edge with our hands. They are tight and it takes a fair amount of strength to press them onto the door edges. If you have trouble, get a small block of wood and tap the lower part of the gasket with a hammer on the wood. Make sure your wood block is lined up with the flat part not the tapered face that you�ll see from the outside. Get down low to see the point I�m making here. The smaller two gaskets for the front fender and rear quarter panel snap into the grommets that are still on the body.

Step 4. Drill mounting holes in the Rocker Panel Covers:
The new covers need holes drilled to match the holes in the old lower covers and duct work so you will have the right alignment for the bolts and rivets to be put back in. Since we are putting parts onto these cars that are not designed for them, some mounting locations for the old underbody panel are not drilled in the new covers. The technique we used for this step was to lay the new cover on the floor (being careful to protect the painted edges from damage!!!!), then laid the old duct and cover parts on top of that lining up the holes at each end. It is easy to see where the new panel needs new holes drilled, and we marked these using a sharp tool (awl). The holes in the cover are elongated to aid in lining them up when installing them, which we did using a round file, but working the drill bit back and forth is a pretty good alternative too.

Step 5. Modify the ductwork for new covers:
The ductwork from the 99-01 cars is different from the one we have in 95-98. We did not chose to purchase new ones, so we modified the ones we had. At the front where the new covers are, the old ductwork needs to be cut away to allow them to fit together. The old lower covers stopped before the front lift pad area, but the new cover runs all the way up to the front wheel well. The only way to explain this is to make a diagram. They are easy to cut with a razor knife.

Step 6. Measure the location of the mounting clips:
The mounting clips on the new rocker panel covers are located at varying distances from its top edge. We learned this the hard way, so BEWARE!! Measure their locations carefully before you begin to drill holes in your car. The best solution we found, after doing one cover with a tape measure and notes, was to make a wooden guide pole for the location of the clips / holes. Once we had a solid duplicate of the location of each clip, we were very successful in drilling and mounting the covers without any difficulty. Any solution that you can use here is fine, but be positive of these locations before you proceed. The measurements we found were 7/8� from the top edge of the gasket to the center of the clip/hole for the metal clips at each end of the cover. The starting from the front the clips ranged from 1-1/8� to 1-3/16� to 1-1/4� and back up to 1-3/16� and finally 1-1/8�. Measure your own covers and clips but use this as a general reference for the range of locations you are likely to find.

Step 7. Mark the clip /hole locations on the car:
After we test fitted one of the covers using only a few bolts and rivets and we determined that the top edge of the rocker cover was identical to the lower edge of the door gasket trim. This made for a nice time saving trick. We simply used the lower edge of the gasket trim to measure down from that to the location for each clip/hole. I used the sharp tool again for this marking step (awl), but anything that you can see, will do fine to make these marks. We placed our guide on the rocker panel lining up one end with the body work and then measured down from the gasket edge to mark each hole�s location.

Step8. Drill the holes:
You will notice that there are two types of clips used to mount these covers onto the car. There are metal ones at each end that need a nut installed from inside each wheel well, behind the bodywork. The rest are the more familiar trim-clips that snap into a friction grommet. We removed the white plastic grommets from these 9 clips per side and by testing on a scrap of metal I had, we determined that the best size hole for them was a 9/32� diameter drill. The metal clips were smaller, so we selected a 7/32� drill bit for these holes.

A couple of helpful hints at tips point are needed:
1. The metal trim clips do not come with a nut and we could not find one in the ETK nor did the local BMW dealer parts desk know of one that would work. We browsed around the local ACE Hardware store looking for something that we can use and we found these nylon hex nuts that would work. They are not the absolute proper parts, but because they were nylon, we could �cut� threads as they were tightened onto the clips. These worked well enough for us, but a �fanatic� might want to research this further to find the body-nut that BMW uses on them.

2. Another important note is that the windshield washer reservoir is located just where the hole needs to be drilled for the passenger side front metal clip. We learned the hard way that this can create another repair project if you aren�t careful when drilling this hole. On the second car, we opened up this area first, held the washer fluid hose out of the way and tried not to let the drill bit push in too far after it breaks through. Even knowing this, I had a hard time not letting the drill hit the reservoir the second time, so be careful at this point!!!

OK now that you�ve been warned to make sure you have the marks in the right spots and that there are two sizes of holes that are needed, and that there is danger behind at least one of the holes, begin to drill the holes in the car�s metalwork.

Step 9. Protect the raw edges of these holes with a rust-proofer (paint).
We cut a cardboard panel and made a small hole at the center to act as a paint mask for this step. Using some fast drying exterior metal primer, we sprayed the holes with a quick shot to cover the bare metal exposed by these new holes.

Step 10. Install the grommets:
If you haven�t done this yet, remove the white plastic grommets from the 9 plastic clips per cover. The white parts have two barbs that snap into the holes when they are seated all the way in. We used a hammer to lightly tap them in once they were lined up.

Step 11. Install the cover:
Now place all the clips into the cover at their proper locations, two metal ones at each end and nine plastic ones in between. Then hold the cover in place carefully, while you and your friend line up all of the clips with the grommets and holes. When you�re ready, slide the metal clip pins into the holes at each end, then working from each end to the center, line up and press the rest of the clips home. The cover is now being held in place by the friction clips only, so don�t pull or tug on it much.

Step 12. Tighten the nuts at each end on the metal clips:
The nuts for the metal clips go on from behind the bodywork accessed from inside each wheel well. BUT to get at them, you have to pull back the wheel well liners a bit near the bottom of each one. There are some 8mm hex bolts in the liners that you remove to get access to this area. It is a pain to get a hand in there and small hands would be an asset, but again taking our time and working steadily but slowly, we got the nuts tightened. Evan was the real pro at this step, so if you have questions, he is your man.

Step 13. Re-install the Ductwork using the old bolts and new rivets:
Our parts list included 10 rivets per side because that is what the TIS showed were needed. There were more than 10 holding on the old ones, and so when you drill all the holes, you can either use 10 new ones per side and some of the old ones if you were able to salvage them. If not you should increase the total rivet order to 20 per side. We had to re-drill a hole or two in the new covers bottom part and we found that even when we tried really hard to drill the holes perfectly in the step above, there is always an alignment issue. Using screwdrivers and my sharp tool (awl), we were able to get all of the bolts and rivets installed.

When reinstalling the ductwork piece, it is a bit tricky to place it properly, so I'll try to explain what we did. The front portion which lines up with the wheelwell opening is on the outer most layer. That is the ductwork is what you see lying on the ground looking up. BUT from the jack pad back, we tucked the edge of the ductwork under the new rocker cover to hold it tightly. The cut we made was designed to cut away the raised (high) portion of the duct so that the edge of it would be flat against the floor of the car. We slid this edge under the rocker cover to make evrything nice and tight.

Step 14. Replace the bolts in the wheel well liners:
Press the liners back into place and reinstall the bolts you removed to get access to the metal clips to tighten the nuts in Step 12.

If you got it right, your rocker panel covers and new door gaskets are now completely installed.