The last-generation BMW 3-Series sedans were good lookers, great drivers, and a box-office success.

But these new-for-'92 sport sedans were also getting long in the tooth. And in the automotive business, you can't sell stale baked goods, no matter how palatable they remain.

So, the BMW folks have redesigned this compact sedan for 1999. I tell you this in case you hadn't noticed. In their zeal not to mess too much with a good thing, the German automaker's designers have not made dramatic changes in the car. It looks and acts like the car it replaces. The changes in appearance and operation are evolutionary, aimed at refining and honing an already sweet thing. As BMW admits in a news release on the new sedan:

"Whereas the '92 3-Series was a major leap in design and engineering, this time around we're talking about a measured, careful progression. After all, why revolutionize when the existing sedans have proven themselves so dynamic, so successful, so capable of going right on winning critics' prizes and customers' hearts?"

In fact, the oldie was such a goodie that it will be with us for a while longer in the non-sedan models. So far, only the 3-Series sedan has been redesigned. The reworked coupe won't be along until next year. The redesigned convertible -- and a first-ever 3-Series wagon --won't be here until 2000.

While the new 3-Series sedan isn't a radical departure, there have been some notable changes aimed at raising its comfort, finesse and fun. The new car is a little roomier, a bit more powerful, and slightly better in the ride and handling departments. It's also a tad quieter.

Perhaps the biggest 3-Series news is that the sedan will no longer be sold in this country with that anemic four-cylinder engine. Both sedan models, the 323i and 328i, are now powered by sixes. The more powerful and upscale 328i that I tested (base-priced at $33,400) is motivated by BMW's nifty, 2.8-liter in-line six. The entry-level 323i ($26,400) is powered by a smaller, 2.5-liter version of that engine.

Both of these engines have been bumped up a few horsepower through the use of variable valve-timing. The 2.5 now develops 170 horsepower, the 2.8, 193. The 193-horse engine made a very quick customer out of the 3,197-pound test car. When buttoned to a manual transmission, the 328i bolts from zero to 60 in a follicle over 6 seconds.

That lively engine performance is only part of the driving kick dispensed by the 328i. This is also a wonderfully handling machine, especially when it is equipped with the optional sport suspension and performance tires I found on the tester. This car was a joy in the corners. It stayed flat, composed and predictable as you neared its limits.

Those limits were considerable, by the way, thanks to the adhesion afforded by those special tires. The standard 328i is shod with 16-inch all-season radials (P205/55R16). The car with the sport suspension is fitted with wider, low er-profile, 17-inch performance tires (P225/45R17). The 328i's big, anti-lock disc brakes stop this car as quickly as the engine launches it. Sixty to zero is achieved in a confidence-building 120 feet.

The car's driving joy is engendered by its sophistication, precision and solidity as well as its athleticism. The car is so solid and quiet. The transmission shifter feels like it has a jeweled movement. Given the car's agility, you wouldn't think it has the right to ride this well.

The fun and finesse of this car is joined by an exceptional interest in safety devices. In addition to conventional side air bags that protect the bodies of the front-seat occupants, the 328i comes with unique air bags that protect the front passengers' heads. BMW operatives calls these "sausage bags" because they look like wursts when they are deployed from the headliner above the driver and passenger doors.

In addition, the 328i is available with optional rear-seat side bags ($385).