UPDATE 3-ThyssenKrupp warns on '09 profit, revamps business

* Sees only slightly positive H1 operating earnings

* Merges five divisions into two

* Shares down 5 percent

(Adds comments from analysts, background, updates share price)

FRANKFURT, March 19 (Reuters) - German industrial conglomerate ThyssenKrupp (TKAG.DE) warned on Thursday it could post a net loss this fiscal year as the global economic downturn hits demand for capital goods like cars and ships.

Germany's biggest steelmaker also announced a restructuring that will trim its management board to five from eight, with two steel executives who oversaw ambitious expansion in the Americas stepping down amid cost overruns at a U.S. steel plant.

Karl-Ulrich Koehler, head of ThyssenKrupp Steel, and Juergen Fechter, CEO of ThyssenKrupp Stainless, are resigning immediately, four years before their contracts expire in 2013.

"We have two separate things. One is a profit warning. The other is the layoff of the two steel guys. I think this has something to do with the development of the investments in Brazil and the United States," said an analyst for a major German brokerage house who asked not to be named.

The Alabama steel plant, set to supply the U.S. car market, was due to start this year but was postponed until next year.

A steel mill in Brazil, which will be commissioned only late this year after delays, had a budget that ballooned to around 4.5 billion euros ($6.07 billion) from the original 3 billion.

Another analyst who declined to be identified said investors are wondering what ThyssenKrupp will do with new steel capacity in Alabama next year if the economy does not recover.

Analysts said the market had expected before Thursday's announcement that ThyssenKrupp would make an operating profit for the fiscal year to end-September 2009.

A Reuters poll of analysts last month saw on average operating income for 2008/2009 at 1.540 billion euros, down 54.4 percent, and net income after minorities at 824 million euros.

Its shares fell as much as 8.2 percent and were down 5.0 percent to 13.74 euros by 1521 GMT, the biggest decliner in the German blue-chip DAX .GDAXI, which rose 1.9 percent.

ThyssenKrupp said on Thursday it expects to report positive operating earnings -- before project and restructuring costs -- for the 2008/2009 fiscal year provided the economy improves in the second half of the year.

"Earnings will be significantly affected by project costs for the new steel plants, restructuring expenditure among other things for personnel measures, and write-downs," it said.

It expected only slightly positive underlying operating earnings in its fiscal first half after a second-quarter loss.

"The drastic slump in demand for carbon steel, stainless steel and in international materials distribution is having a severe impact on business at ThyssenKrupp," it said.

ThyssenKrupp said it would merge its five segments steel, stainless, technologies, elevator and services into two divisions in a step that would save up to 500 million euros in annual costs. (Reporting by Marilyn Gerlach and Michael Shields; Editing by Hans Peters)