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BMW is slowly winning us over.

For years we’ve felt BMW a bit over-rated as the poor man’s alternative to the Mercedes.

The cars have acted a little stiff and have felt a tad heavy in the wheel. They’d run forever in a straight line, but at the first bend in the road, BMWs often felt as if they were cement haulers.

Then, a few months ago, along came the BMW Z3 roadster, a nimble machine with excellent road manners that broke with the heavy-handed operation.

And now comes the 1997 528i–successor to the 525–and its top-of-the-line 540i companion, both sporting new engines, suspensions, dimensions, styling and technology.

With the 528i, BMW is finally living up to the billing of sports sedan. Performance is primary, luxury secondary (unlike Mercedes, where when you opt for a sport model, luxury is the attraction and performance an added benefit).

The Mercedes E-Class sedan is a 528i rival, but while the E-Class is for the older buyer who wants comfort and contentment while traveling leisurely over the countryside admiring the scenery, the BMW is for the younger driver who occasionally breaks the monotony of casual jaunts with spirited bursts that require focusing on the roadway not the roadside.

We tested the 528i–the name-change prompted by a 2.8-liter, 190-horsepower, 24-valve, 6-cylinder engine replacing the 2.5-liter, 189-h.p., 24-valve 6.

Though there’s only a 1-h.p. difference in the 2.8 from the 2.5, the increase in torque is dramatic, 207 pound feet at 3,950 r.p.m. versus 184 pound feet at 4,200 r.p.m. You feel the difference–quicker response to pedal pressure–when moving from the line.

The 2.8 is lively yet smooth and quiet, and 1 m.p.g. more efficient in highway mileage with the optional 4-speed automatic ($975) than the 2.5 (18/26 with the 2.8, up from 18/25 with the 2.5), and 60 to 70 percent of all 528i buyers will buy automatic.

Rather than measure performance in 0- to 60-m.p.h. acceleration, however, put the stopwatch down and enjoy 0- to 60-m.p.h. exhilaration, a steady increase in power through the gears and effortless, in-sync clutch/shift operation without lurching.

As noted, BMWs often had an annoying heaviness in the wheel. The 528 offers relief with a new aluminum suspension, aluminum chassis components and a braking system that are all lighter, in order to provide a more manageable feel in the wheel.

The 528 body was stiffened for less bend and flex (and less vibration and noise) so the suspension system could be less stiff and more stable for smoother ride and more predictable handling.

BMW boasts about “decoupling of torsional and bending frequencies” for improved “static rigidity.” That means the car is comfortable, you don’t suffer jarring over bumps or lean and sway in turns and don’t have to fight the wheel to maintain directional stability in l ow- or high-speed maneuvers on the straightaways or in the corners.

Front and rear stabilizer bars, gas-pressurized shocks, speed-sensitive power steering and 15-inch all-season tires contribute to a balance of ride and handling.

You also get four-wheel disc brakes with four-wheel anti-lock and an all-season traction control system as standard. The traction control detects wheel slippage when starting out or passing to reduce engine speed and then automatically applies the brakes, if necessary, to maintain control.

The system also controls understeer when you slip in a turn and apply the brakes. The computer automatically applies added braking pressure to one inner wheel to prevent the car from wanting to keep going straight even though the wheel is turned.

The 528i also comes with dual air bags with “differentiated deployment” to keep the passenger bag from deploying if the seat isn’t occupied.

Side-impact air bags mounted in the doors provide torso protection in a collision, but you can get them only in a $3,800 premium package. A year from now BMW will add a new inflatable bag in the roof above the door for head protection in side impact.

The 1997 model 528i now in dealerships sports slightly larger dimensions–an almost 3-inch longer wheelbase, nearly 3 inches longer overall. Those in the rear seat will appreciate the stretch even more than those upfront.

Though it fiddled with the mechanicals, BMW left its styling cue–the kidney-shaped grille– untouched. However, that 3-inch stretch looks like a foot was added. The 528 also looks slimmer and more aerodynamic than what had become a bloated 525.

Other items worth noting are the remote key fob system, which can lock/unlock the doors, turn on the lights, open the trunk and set off a panic alarm. And in addition to heated seats ($400), you can get a heated steering wheel ($200 more) to keep your hands warm this winter.

And how many times have you been stopped at a train crossing in winter and have to keep the engine idling to keep warm? BMW solved the problem. Simply turn the key off and push the “rest” button on the dash and hot air from the engine is pumped into the passenger cabin for up to 16 minutes. Nice touch.

If it’s summer, push a button and a sunshade covers the rear window to keep the cabin cool–a $575 option.

About the only objections we have with the 528i are a seat that’s still a tad stiff, though nowhere near the marble-like hardness of previous models; and, when you use the key rather than the power lock fob, it takes one turn to open the front doors, two for the back doors, a one-step-too-many annoyance. Only the addition of cupholders–though flimsy –offset the door-lock aggravation.

The 528i starts at $37,900. You’ll want to add the premium package at $3,800 to get the side air bags.

>> 1997 BMW 528i Sedan Wheelbase: 111.4 inches Length: 188 inches Engine: 2.8-liter, 190-h.p., 24-valve, in-line 6-cylinder Transmission: 5-speed manual EPA mileage: 19 m.p.g. city/28 m.p.g. highway Base price:$37,900 Price as tested: $43,775. Includes $3,800 for premium package with metallic paint, wood-grain interior trim, leather upholstery, side-impact air bags and cross-spoke alloy wheels; $575for fold-down rear seat; and $1,500 for premium sound system. Add $570 for freight. Pluses: Bigger, quieter, more comfortable and, with side-impact bags, it offers more safety, too. Still looks like a Bimmer for those who consider that important. A quiet, yet peppy 6-cylinder engine with a smooth-shifting 5-speed and excellent suspension system. A European sedan for those who want the luxury of a Mercedes E-Class, but the performance of a BMW. Minuses: Seats a tad stiff. Door-l ocking system could drive you bonkers until you master it. >>