320whp BMW M3 E46

320whp BMW M3 E46

With gorgeous Oxford green bodywork over an enticingly spicy Cinnamon interior and a superb selection of accompanying enhancements, this BMW E46 M3 is sheer modded perfection.

Words: Elizabeth de Latour

Photos: Vincent Marino


What is the best M3?

320whp BMW M3 E46

The debate will rage on through the ages, but, really, there’s no right answer because there’s no bad M3. Every generation has so much to offer, representing the pinnacle of the 3 Series, the ultimate in performance, handling, involvement and sheer driving pleasure. Of course, each generation has its loyal fans who will fiercely fight to defend its honour. Some generations have a greater following than others, and it’s fair to say that among them all, the E46 M3 remains universally loved by all.

320whp BMW M3 E46

It's easy to see why. It’s got the muscular looks, the sublime chassis, the screaming S54 — it’s got it all. And when you apply a few upgrades to the already excellent base package, the E46 M3 very quickly levels up, reaching pure performance perfection. Case in point: John Chemerov’s (@j_chem) absolutely stunning example. John has spent the past 12 years honing and perfecting his M3, transforming it into one of the finest examples of an E46 we’ve seen, and every element, every aspect is just superb and has been executed with the utmost care and attention to detail.

John’s come a long way since his first set of wheels, a 1992 Honda Civic, but with BMWs on his radar since he was a young boy, it was inevitable that he’d end up with at least one. “Growing up in the ’90s and being influenced by rap and hip-hop in NY, I’ve always appreciated BMWs,” says John with a smile. “Once I became older and had a little more money, that was the natural progression from the JDM/Honda scene. It was always the BMW M ‘Legacy’ that stood out for me,” he continues. “Also growing up with (in my opinion) the three best BMW M generations (E30, E36, E46) that have the best body lines and styling to this day.”

320whp BMW M3 E46

With love for those three generations of M3, John gravitated towards the E46 for his first BMW ownership experience, picking himself up a 2001 323!.. “Growing up from humble beginnings where I had to earn everything that I had, it was a sense of accomplishment and success being able to transition into a BMW,” he enthuses, and that’s a seriously satisfying experience. John’s next car was an Imola red E46 ZHP, and having established his passion for the E46, there was only one way to go from there.

“As I progressed from a 323 to a ZHP, my next move was naturally an E46 M3, my favourite M generation,” he smiles. “I’ve always lived the philosophy that ‘uniqueness concentrates attention’ — everything we do from an expressive perspective is a representation of who we are (music, clothing, cars, etc.),” John explains. “With that said, I always had an admiration for the colour green (my ’92 Civic Hatch was repainted Audi Mica Racing Green), so I was on the hunt for my unicorn — an Oxford green E46 M3 over Cinnamon.”

320whp BMW M3 E46

When you’re searching for your perfect car in the perfect spec, you’ve got to be prepared to spend some time on that endeavour, and John was committed to the cause. “It took a year of searching, and I found her at a dealership in Minnesota,” says John, triumphantly. “This was in the fall of 2012, and the car had 42,000 miles on it. It was a clean example, and I purchased it without even seeing the car in person, shipping it back to NY where I lived at the time.” That might seem like a brave move, but, let’s be honest, when the opportunity comes up to buy the car you’ve been hunting, you’re not going to waste any time.

What John had got his hands on was an Oxford green E46 M3 sans Cinnamon interior, so to achieve his dream colour combo, he was going to have to get to work on his project. And, having dabbled in modding in the past, it was always destined to be treated to a whole selection of enhancements along the way. “When purchasing my car, I already had a vision. Oxford

green is such a brilliant, classy and underappreciated colour, but, when paired with Cinnamon and other complementary modifications in the perfect lighting, there is no superior combo (in my opinion),” he enthuses. “ The goal was set: create the best colour-combo’d E46 M3 in OEM+ form,” and the final result ticks every box.

320whp BMW M3 E46

For John, it was also about the details and perfecting every aspect of the car, and he wasted no time getting stuck in. “As the example I found had a black interior and came with halogen headlights, I had my first handful of modifications ready. Since BMW E46 bi-xenon projectors burn out over time from behind the projector, it scatters the cutoff. Since I was halogen, I needed a projector retrofit, and who better than the best — Caesar at Lightwerkz,” John tells us.

“I went with, at the time, an FXR retrofit with CBBs. I recently upgraded to their best and newest projector retrofit, which is the G5-BRT with CBBs. It looks like I can laser cars in half at night that’s how crisp of a cut-off it is,” he chuckles. “Since the car is a 2003, it did not come with LED tails and amber lighting. This was remedied via Tischer BMW with OE tails, harness, amber corner lights, and amber side markers,” John adds, and that immediately enhanced the aesthetics.

“Next I wanted to address the car’s suspension/ride height,” he continues. “The car was not going to see track time, so I decided to go with a BC Racing coilover setup complemented by OEM ZCP wheels while I thought about which aftermarket wheel setup I went with.” The BCs remain and have been used to deliver a serious drop that has deleted all of the E46’s arch gap, and the car looks awesome as a result. But as you can see, the ZCP wheels have made way for something rather more spectacular.

320whp BMW M3 E46

“Choosing wheels was an incredibly hard decision as wheels are the biggest modification on a car (IMO). It was between three-piece LMs or stepped Work VS-XXs. I think I made the right decision,” says John with a smile. “These are custom Floss-built three-piece BBS LMs with custom brushedgold centres, reverse mounted, with gold bolts, raw polished lips and barrels in a 9.5x19” ET32 up front, and 11x19” ET25 variety at the rear, with Japan Green/ Gold BBS caps.” The wheels are absolutely epic – there’s no other way of describing them, and they suit the car perfectly, while John’s attention to detail takes them to the next level. He really couldn’t have picked a finer choice of wheel for this build.

“After suspension and wheels, I found a complete Cinnamon interior,” says John triumphantly, and this is what took the build to the next level. “It got treated with Leatherique, but eventually I had the front seats redone by Johnny DaSilva @bmwrestoredseats at a later date,” and this was the perfect interior colour to complement the Oxford green bodywork. We totally understand why John was so set on hunting down a Cinnamon interior, and that gorgeous, warm leather tone transforms the interior, adding some colour, some personality, and it really changes the whole car.

With his dream colour combo achieved, John could have stopped there, and he would have had a fantastic M3 build to enjoy, but he’s not a man who does things by halves, and he had more work to do. “After some aesthetic modifications, opening up the harmonics was on the list,” he tells us. “I wanted to go with a deeper-sounding, less raspy exhaust setup. After months of research and listening to sound clips, I went with Status Gruppe Tuning cat-less headers, their catted 400-cell section one, stock section two, and ending with their SCZA muffler with double-walled polished tips.” This has transformed the M3’s usually raspy exhaust note into something far meaner and more intimidating. While the S54 hasn’t received much in the way of performance upgrades, John has had the car tuned by Frank Smith at TTFS, resulting in 320whp and 244lb ft wtq, which is a healthy increase over the stock outputs, and they combine to make this M3 even more exciting to drive.

“Up next was stoppers,” John continues, “and this was difficult to tie everything together with a caliper colour, but after lots of back and forth, I decided to go with a Brembo GT four-piston caliper painted in OE Porsche GT3 RS Pure Orange. For the rears, I decided to save a few dollars and went with an OE Porsche 911 996 four-piston Brembo caliper. For the fronts, I went with 380mm zinc-plated rotors plus Brembo aero hats, Brembo caliper brackets, RallyRoad stainless steel braided lines, StopTech Street pads, stainless steel two-piece anti-leak, antistrip bleeders and the new seals and dust boots during painting, while the rear rotors are ZCP/ CSL ones.” The combo means John has massive stopping power to hand (or rather foot) whenever he needs it, and his caliper colour choice is an inspired one that works perfectly with the gold centres of the wheels, the green paintwork, and the Cinnamon interior. The final piece of the puzzle was for John to enhance the aesthetics, with the goal being to keep everything very subtle. “I wanted to keep the integrity of the OE body and not modify it too much,” he explains. “An authentic Hartge front lip was then sourced from a friend, Walter Bucco (@wbucco) – he was previously featured in PBMW mag with his Grigio Medio E46 years ago. Walter also provided me with an authentic ACS rear diffuser. Rivets were shaved, the border was painted in piano black to add a custom look, and it came out stellar,” John grins. The Hartge lip is mated to a Euro bumper, which removes the amber corner reflectors found on the US item, and that further helps to clean up the exterior. The lip is subtle but does a fantastic job of filling out the front bumper and making the car look that much lower and meaner, while the Schnitzer diffuser adds a subtle finishing flourish to the rear bumper.

This E46 M3 has constantly been evolving over the 12 years that John has owned it, with each year bringing some changes with it, and we can’t help but wonder which part of this perfect parcel is John’s favourite. “This is difficult to answer because each modification is reliant on one another to tie everything together,” he muses. “Polished lips on the wheels tie into the chrome grilles and kidneys. Brushed gold centres on the wheels with the cinnamon seats. But, ultimately, the wheels are my favourite modification and biggest pain in the ass with the lips being raw polished aluminium,” he laughs.

And while John has built the car he always wanted, in what direction would this project have gone if he was not restrained by any financial limits? “This is a great question,” he replies with a grin. “Aesthetically, I would probably pull the rear fenders 10mm to run a meatier tire. Other than that, it would be the heart of the car. The JDM roots in me would love a built 2JZ, but the Euro enthusiast would probably go for a built S85 with all the NA trimmings,” he says, dreamily, slipping away into a world of modding fantasy.

But coming back to reality, this has been a restless project, and while John’s money-no-object mods remain as such, he has more plans in mind for this M3. “The wheels are going to get broken down and refreshed this winter (really re-polished lips and matt black barrels). I’m going to dry-ice the underbody. There will be a full suspension overhaul with either KW V3s or Öhlins. On the interior, there will be Recaro CSs in Nappa Cinnamon, along with an Alcantara steering wheel and Cinnamon strip at 12 o’clock. Then, of course, keep up with maintenance and enjoy,” he says with a smile.

And while he is planning to replace his X3 M40i with a 2024 X3 M Comp (in Malachite green with a Tartuffe interior, no less), and a 997.2 or 991.2 GT3 RS are on the wishlist for the future, the E46 M3 will be going nowhere. This is a magnificent M machine, John’s vision made real, and a car to keep and enjoy for about as long as the debate over which M3 is best M3 will continue.

John’s relentless eye for detail means all the elements on the car work together perfectly.

The car was not going to see track time, so I decided to go with a BC Racing coilover setup.


  • ENGINE AND TRANSMISSION: 3.2-litre straight-six S54B32, Status Gruppe Tuning catless exhaust manifolds, catted 400-cell section one, stock section two, SCZA silencer with double-walled polished tips, tuned by Frank Smith at TTFS. Getrag Type D six-speed manual gearbox
  • MAX POWER AND TORQUE: 320whp and 244lb ft wtq
  • CHASSIS: 9.5x19” ET32 (front) and 11x19” ET25 (rear) custom Floss-built three-piece BBS LM wheels with custom brushed-gold centres, reverse mounted, gold bolts, raw polished lips and barrels, Japan Green/Gold BBS caps, 235/35 (front) and 275/30 (rear) Hankook V12 tyres, 15mm front spacers, BC Racing coilovers, Brembo GT four-piston calipers painted in OE Porsche GT3 RS Pure Orange with 380mm Zinc-plated discs plus Brembo aero hats (front), OE Porsche 996 fourpiston Brembo calipers with ZCP/CSL discs (rear), Brembo caliper brackets, RallyRoad SS braided lines, StopTech Street pads, stainless steel two-piece antileak anti-strip bleeders and new seals and dust boots
  • EXTERIOR: Oxford green metallic, Lightwerkz G5-BRT projector retrofit with CBBs, Euro front bumper, Hartge front lip, authentic AC Schnitzer rear diffuser with shaved rivets and border painted in piano black, amber indicators and side repeaters, LED rear lights
  • INTERIOR: Complete cinnamon interior
  • THANKS I want to thank the following: Tommy, Matt, Jeff and team @autocouture, Jay @Mpact_, Caesar @Lightwerkz, Frank Smith @TTFS, Justin Verino @jvdetailingnynj, and all the enthusiasts and friends I’ve met along the years that share the same passion for BMW!
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