UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                (Mark One)
            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
                    For the fiscal year ended March 27, 1999
                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934 [NO FEE
                    REQUIRED] For the transition period from
                                       to
                         Commission File Number 0-23938

                      SAFETY COMPONENTS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


                                    DELAWARE
                         (State or other jurisdiction of
                         incorporation or organization)

                                   33-0596831
                                (I.R.S. Employer
                               Identification No.)

                             2160 North Central Road
                              Fort Lee, New Jersey
                    (Address of principal executive offices)

                                      07024
                                   (Zip Code)

        Registrant's telephone number, including area code (201) 592-0008

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                      NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                     Common Stock, par value $.01 per share
                                (Title of Class)
              10 1/8% Senior Subordinated Notes due 2007, Series B
                                (Title of Class)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for at least the past 90 days.

           Yes    X     No
               ------      ------

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation  S-K  (ss.229.405)  is not contained  herein,  and will not be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K [ ].

     The  aggregate  market value of the common stock held by persons other than
affiliates  of  the  registrant,   as  of  July  23,  1999,  was   approximately
$18,505,913.

     The number of shares  outstanding of the  registrant's  common stock, as of
July 23, 1999, is as follows:


         Class                                       Number of Shares
---------------------------------------------------  ----------------
Common Stock, par value $.01 per share               5,136,316
---------------------------------------------------  ----------------



                                        1

<PAGE>



     This Form 10-K/A Amendment No. 1 (this "Amendment")  amends and supplements
the  Form  10-K  (the   "Original   Form  10-K")  filed  by  Safety   Components
International,  Inc., a Delaware corporation (the "Company"),  on June 25, 1999.
The sole purpose of this  Amendment is to amend and restate Items 10, 11, 12, 13
and 14 of Part III of the  Original  Form 10-K to read in their  entirety as set
forth  below.  Defined  terms  not  otherwise  defined  herein  shall  have  the
respective meanings ascribed thereto in the Original Form 10-K.

                                    PART III

  ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

  Executive Officers

     The  following  table  sets  forth the names,  ages and all  positions  and
offices with the Company held by the Company's present executive officers.

<TABLE>
<CAPTION>

  Name                                               Age      Positions and Offices Presently Held

<S>                                                   <C>     <C>
  Robert A. Zummo...............................      58      Chairman of the Board and Chief Executive
                                                              Officer
  John C. Corey.................................      52      Director, President and Chief Operating
                                                              Officer
  Jeffrey J. Kaplan(1)..........................      51      Director, Executive Vice President and Chief
                                                              Financial Officer
  Stephen Duerk.................................      57      Vice President; President, North American
                                                              Automotive Group
  Victor Guadagno...............................      59      Vice President; President, Systems Group

  Philip Lelliott(2)............................      42      Vice President; President, Europe/Asia
                                                              Pacific Automotive Group

  Robert Sepulveda..............................      46      Vice President; President, Metal Components
                                                              Group
  Marston "Dale" Andersen.......................      49      Corporate Controller,
                                                              Secretary and Assistant Treasurer
  Daniel R. Smith...............................      30      Treasurer and Assistant Secretary

</TABLE>


  --------------

1.   Mr.  Kaplan  has  resigned  as an officer  and  director  of  the  Company,
     effective as of August 31, 1999. See "--Employment Agreements."

2.   Mr. Lelliot has resigned as an officer of the company, effective as of July
     30, 1999

     Executive  officers are  appointed by the Board of Directors of the Company
(the "Board") and serve at the discretion of the Board. Following is information
with respect to the Company's executive officers:

     Robert A.  Zummo.  Mr.  Zummo has served as Chairman of the Board and Chief
Executive Officer of the Company since its inception in January 1994, and as its
President  since its  inception in January  1994 until March 1999.  Mr. Zummo is
also the Chief Executive Officer of Valentec International  Corporation,  LLC, a
wholly-owned  limited liability company of the Company (as successor in interest
to Valentec International Corporation)  ("Valentec"),  which was acquired by the
Company in May 1997, and has served in such capacity  since 1989.  Valentec is a
manufacturer of automotive and  defense-related  metal components.  From 1985 to
1989,  Mr. Zummo was President and Chief  Executive  Officer of General  Defense
Corporation,  a defense  contractor located in Hunt Valley,  Maryland,  where he
previously  served as Executive Vice President and Chief Operating  Officer from
1983 to 1985.  Mr.  Zummo has more than 30 years  experience  in the defense and
aerospace manufacturing industries.



                                        2

<PAGE>

     John C. Corey. Mr. Corey has served as President,  Chief Operating  Officer
and Director of the Company  since March 1999.  Mr. Corey served as President of
Stanley  Mechanics  Tools,  Inc.,  a division  of The Stanley  Works,  a company
engaged in the business of manufacturing and distributing mechanics' hand tools,
from  September  1996 to March  1999  where  he was  responsible  for  worldwide
operations.  Prior to that, Mr. Corey served as an independent  consultant while
attending  to  personal  business  from  December  1995 to  August  1996  and as
President of Allied  Signal  North  American  Aftermarket,  a division of Allied
Signal,  Inc., a company  engaged in the business of  distribution of automotive
components,  from September 1994 to November 1995.  From 1984 to 1994, Mr. Corey
served in various positions for Moog Automotive,  Inc., a company engaged in the
business of manufacturing  and distributing  automotive  steering and suspension
parts,  most recently as the President of the Steering and Suspension  Division.
Mr. Corey has over 15 years of experience in management and manufacturing in the
automotive industry.

     Jeffrey J. Kaplan. Mr. Kaplan has served as Executive Vice President, Chief
Financial  Officer and a Director  of the  Company  since  February  1997.  From
October 1993 to February 1997,  Mr. Kaplan served as Executive  Vice  President,
Chief Financial Officer and a Director of International  Post Limited, a leading
provider of post-production services for commercial and advertising markets; and
he served as Senior Vice President and Chief Financial Officer of Video Services
Corporation  from  September  1987 to  February  1994.  For ten  years  prior to
September  1987,  Mr.  Kaplan  served as Chief  Financial  Officer of two public
companies.

     Stephen B. Duerk. Mr. Duerk has served as Vice President of the Company and
as President of the Company's North American Automotive Group since May 1998 and
as President of Safety  Components  Fabric  Technologies,  Inc., a  wholly-owned
subsidiary  of the Company  ("SCFTI"),  since  January  1998.  From July 1997 to
January  1998,  Mr. Duerk served the Company as  Co-Managing  Director of SCFTI.
Prior to the Company's  acquisition (the "JPS Acquisition") of the Air Restraint
and Technical Fabrics Division of JPS Automotive,  L.P.,  through SCFTI, in July
1997,  Mr.  Duerk  served the JPS  Automotive,  L.P., a tier one supplier to the
automotive  industry of carpet and knit fabrics for headliner and body cloth for
automobiles, as Vice President of Air Restraint Fabrics in the Greenville, South
Carolina facility from October 1988. From 1965 to October 1988, Mr. Duerk served
in various  positions for J.P. Stevens & Co., Inc.  ("JPS Stevens"),  a company
engaged  in the  business  of  manufacturing  industrial  textiles  of which JPS
Automotive,  L.P. was a part until its  restructering in May 1988, most recently
as the Vice President of the Industrial Synthetic Group.

     Victor Guadagno.  Mr. Guadagno has served as President of Valentec Systems,
Inc.  since the  inception  of the  Company's  Systems  business in 1994 and had
served as Vice  President/General  Manager of  Valentec's  Wells  Division  from
September 1994 until  September  1995. Mr.  Guadagno  joined Valentec in 1986 as
Vice  President/General  Manager of the Product  Development  Division,  and was
promoted to Vice  President  of Corporate  Marketing  in 1989.  Prior to joining
Valentec,  Mr. Guadagno was President and sole  stockholder of Target  Research,
Inc., a business  engaged in the research and  development of ammunition for the
United States Army. Mr. Guadagno began his career as a development engineer with
the  United  States  Army and has over 35 years  of  experience  in the  defense
industry, including systems contracting.

     Philip M. Lelliott.  Mr.  Lelliott has served as President of the Company's
Europe/Asia  Pacific Automotive Group since June 1998. From January 1995 to June
1998, Mr.  Lelliott  served as Chief  Executive  Officer of Courtaulds  Textiles
Automotive  Products,  the automotive  division of Courtaulds  Textiles,  PLC, a
company  engaged  in the  manufacture  of  textile  products.  From July 1984 to
December  1994,  Mr.  Lelliott  served AL-KO Kober AG, a company  engaged in the
manufacture of automotive components, as Managing Director of its United Kingdom
and Australian Automotive  Divisions.  From July 1979 to July 1984, Mr. Lelliott
served CI Group  PLC,  a company  engaged  in the  manufacture  of  recreational
vehicles and related products, in various positions, most recently as Manager of
Production and Product Development for the HGV Trailer Division in South Africa.

     Robert E.  Sepulveda.  Mr.  Sepulveda  has served as Vice  President of the
Company since May 1998 and as President of the Company's Metal  Components Group
and President of Valentec since March 1998.  From March 1989 through March 1998,
Mr. Sepulveda served in numerous  capacities at TRW Safety Systems, a tier 2 and
tier 3 supplier to the automotive  industry of automotive  components and parts,
including Plant  Operations  Manager for Driver Airbag  Operations,  Director of
Materials for Driver Airbag  Operations and Materials  Manager for Driver Airbag
Operations.  Prior to joining TRW, Mr. Sepulveda was employed by Morton Thiokol,
where he served as Material Systems Manager.

     Marston  "Dale"  Anderson.   Mr.  Anderson  has  served  as  the  Corporate
Controller,  Secretary and  Assistant  Secretary of the  Corporation  since July
1999.  From October 1989 to December 1998, Mr.  Anderson  served JPS Automotive,
L.P., a tier one supplier to the automotive  industry of carpet and knit fabrics
for  headliner  and body  cloth for  automobiles,  in  various  positions,  most
recently as Corporate  Controller.  From May 1988 to September 1989, Mr Anderson
served as Controller for JPS Industrial Fabrics, L.P. From September 1976 to May
1988, Mr. Anderson served in various postions for J.P. Stevens, most recently as
the division  Controller of industial fabrics.


                                       3

<PAGE>

     Daniel R. Smith.  Mr. Smith has served as  Treasurer  of the Company  since
March 1997 and as Assistant  Secretary of the Company  since  September 9, 1998.
From July 1991 to March 1997, Mr. Smith was employed by Arthur Andersen,  LLP, a
leading public accounting firm, as a Manager.

  Directors

     The  following  table  sets forth the names and ages of the  directors  and
director  nominees of the Company,  all of whom are  currently  directors of the
Company:


  Name(1)                                                    Age
  -------                                                    ---
  Robert A. Zummo                                            58
  John C. Corey                                              52
  Jeffrey J. Kaplan                                          51
  Joseph J. DioGuardi                                        59
  Robert J. Torok                                            68

(1)  Francis X. Suozzi  resigned as a director of the  Company,  effective as of
     July 12, 1999.  See "Security  Ownership of Certain  Beneficial  Owners and
     Management, footnote 10" for information regarding a consulting arrangement
     which has been agreed to in principle between the Company and Mr. Suozzi.

     The Board is divided into three classes.  The term of the current Class III
directors,  Messrs.  Zummo and Kaplan,  expires in 2001; the term of the current
Class II director,  Mr. Torok, expires in 2000 and the term of the current Class
I directors,  Messrs. Corey and DioGuardi, expires at the next Annual Meeting of
Stockholders  of the Company.  Directors hold office until the Annual Meeting of
Stockholders of the Company in the year in which the term of their class expires
and until their successors have been duly elected and qualified.  At each Annual
Meeting of Stockholders of the Company, the successors to the class of directors
whose  term  expires  will  be  elected  for a  three-year  term.  Following  is
information  with respect to the directors and director  nominees of the Company
who are not also executive officers of the Company:

     Joseph J.  DioGuardi.  Mr.  DioGuardi has been a Director  since 1994.  Mr.
DioGuardi was a member of the United States House of  Representatives  from 1985
through  1989,  representing  the 20th  Congressional  District  in  Westchester
County,   New  York.  Since  leaving   Congress,   Mr.  DioGuardi  has  been  an
international  spokesman  for human  rights and founded and now chairs  Albanian
American Civic League Foundation. Since leaving Congress, Mr. DioGuardi has also
founded and now chairs a non-partisan  foundation  named "Truth in  Government,"
aimed at promoting fiscal responsibility and budgetary reform. Mr. DioGuardi,  a
Certified Public Accountant,  has 22 years of public accounting  experience with
Arthur Andersen & Co.  (currently  known as Arthur  Andersen,  LLP),  serving as
Partner from 1972 to 1984.  From November 1996 to July 1998 Mr.  DioGuardi was a
director  of  Neurocorp,  Ltd.,  a  publicly  held  Company in the  business  of
utilizing  software,  databases  and  medical  devices  for  the  diagnosis  and
treatment of  brain-related  disorders.  Mr.  DioGuardi also served as the Chief
Financial Officer of Neurocorp, Ltd. from July 1997 to July 1998.

     Robert J. Torok.  Mr. Torok has served as a Director since 1994.  Until May
1996,  when Mr. Torok  retired,  Mr. Torok was a Vice  President  and Partner of
Korn/Ferry  International,  an executive search firm based in New York City, and
had served in such position since 1980. Prior to 1980, Mr. Torok was Senior Vice
President of Sikorsky  Aircraft,  a division of United  Technologies  Company, a
diversified  manufacturing  company  based in Hartford,  Connecticut,  where Mr.
Torok  worked  from  1958 to 1980.  Mr.  Torok  has 22 years  of  experience  in
engineering, manufacturing and management.


  Section 16(a) Beneficial Ownership Reporting Compliance

     The  Company's  executive  officers and  directors  are required  under the
Securities  Exchange Act of 1934,  as amended,  to file reports of ownership and
changes in ownership  with the  Securities  and Exchange  Commission.  Copies of
those reports must also be furnished to the Company. To the Company's knowledge,
based  solely on the  Company's  review of the  copies  of such  reports  it has
received, the Company believes that during the fiscal year ended March 27, 1999,
each of Joseph  J.  DioGuardi,  Robert J.  Torok and  Francis  X.  Suozzi  (whom
recently  resigned  as a director of the  Company)  failed to file one report on
Form 5 with respect to options granted in fiscal 1999 to each such  non-employee
director under the Company's 1994 Stock Option Plan, as amended (the "Plan").


                                      4
<PAGE>

  ITEM 11. EXECUTIVE COMPENSATION

     The following table summarizes the compensation paid to the Chief Executive
Officer of the  Company  and the four other most  highly  compensated  executive
officers of the Company for the Company's fiscal year ended March 27, 1999 (each
person appearing in the table is referred to as a "Named Executive").


                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                                      Long Term Compensation
                                                                          -----------------------------------------------------
                                     Annual Compensation                            Awards                    Payouts
                       ------------------------------------------------   -----------------------------------------------------
                                                                                         Securities
                                                           Other Annual   Restricted     Underlying      LTIP        All Other
       Name and                    Salary        Bonus     Compensation     Stock       Options/SARs    Payouts    Compensation
  Principal Position      Year       ($)          ($)          ($)        Awards($)          (#)          ($)           ($)
----------------------   ------   --------     ----------  ------------   ----------    ------------    -------    ------------

<S>                       <C>      <C>               <C>         <C>         <C>           <C>                        <C>
Robert A. Zummo.......    1999     525,000           0           0           0             0/50,000                   87,388(1)
 Chairman of the Board    1998     439,185     491,000(2)        0           0          55,000/40,000       0         89,925(3)
 President and Chief      1997     297,000           0           0           0            10,000/0          0          9,600
 Executive Officer

Jeffrey J. Kaplan.....    1999     300,000           0           0           0            0/40,000          0         63,763(5)
 Executive Vice           1998     233,018     221,000(6)        0           0          150,000/20,000      0         35,168(7)
 President and Chief      1997      27,500           0           0           0            125,000/0         0              0
 Financial Officer

Victor Guadagno.......    1999     162,000           0           0           0                0             0         11,552(8)
 Vice President;          1998     162,000           0           0           0                0                        7,635(9)
 President, Systems,      1997     162,000           0           0           0             5,000/0          0          6,000
 Group

Stephen B. Duerk          1999     170,833           0           0           0             0/6,000          0         11,975(11)
 Vice President;          1998      78,981      72,575           0           0          10,000/6,000        0          2,707(12)
 President, North
 American Automotive
 Group(10)

Philip Lelliott.......    1999     120,000           0           0           0            25,000/0          0          9,414(14)
 Vice President; President
 Europe/Asia Pacific
 Automotive Group(13)

Thomas W. Cresante....    1999      29,465           0           0           0               0/0            0        124,246(16)
 Executive Vice           1998     205,393      70,000           0           0          85,667/0(17)        0         43,716(18)
 President and Chief
 Operating Officer(15)


John L. Hakes.........    1999      38,628           0           0           0               0/0            0        185,413(20)
 President, European      1998     228,835           0           0           0               0/0            0              0
 Operations(19)           1997     164,273      45,000(21)       0           0            10,000/0          0              0

</TABLE>
---------
1.   Amount reflects  $70,718 of life insurance  premiums  (which  constitutes a
     gross-up  amount  to  offset  income  tax  exposure),  a $9,600  automobile
     allowance,  a $5,000 matching contribution under the company's 401(k) plan,
     $720 of  long-term  disability  insurance  premiums  and  $1,350  of  group
     insurance premiums.
2.   Includes  $416,000 earned by Mr. Zummo under the Senior Management Plan (as
     defined herein) and a $75,000 transactional bonus earned by Mr. Zummo based
     on Mr. Zummo's performance in connection with the JPS Acquisition.
3.   Amount reflects  $78,140 of life insurance  premiums  (which  constitutes a
     gross-up  amount  to  offset  income  tax  exposure),  a $9,600  automobile
     allowance,  a $2,020 matching  contribution under the Company's 401(k) plan
     and $165 long-term disability insurance premiums.
4.   Mr. Kaplan joined the Company in February 1997.
5.   Amount reflects  $47,579 of life insurance  premiums  (which  constitutes a
     gross-up  amount  to  offset  income  tax  exposure),  a $9,600  automobile
     allowance,  a $5,000 matching contribution under the Company's 401(k) plan,
     $720 of long-term disability insurance premiums and $864 of group insurance
     premiums.
6.   Includes $191,000 earned by Mr. Kaplan under the Senior Management Plan and
     a $30,000  transactional  bonus earned by Mr. Kaplan based on Mr.  Kaplan's
     performance  in  connection   with  the  JPS   Acquisition,   the  Valentec
     Acquisition and the related financings.


                                       5
<PAGE>

7.   Amount reflects  $18,395 of life insurance  premiums  (which  constitutes a
     gross-up amount to offset income tax exposure),  a $7,200 car allowance,  a
     $2,208  matching  contribution  under the  Company's  401(k)  plan and $165
     long-term disability insurance premiums.
8.   Amount  reflects  a  $6,231   automobile   allowance,   a  $4,313  matching
     contribution  under the Company's 401(k) plan and $1,008 of group insurance
     premiums.
9.   Amount reflects a $6,000 car allowance and a $1,635  matching  contribution
     under the Company's 401(k) plan.
10.  Mr.  Duerk  joined the  Company in July 1997 upon  consummation  of the JPS
     acquisition.
11.  Amount  reflects  a  $6,000   automobile   allowance,   a  $5,000  matching
     contribution  under  the  Company's  401(k)  plan  and  $975  of  insurance
     premiums.
12.  Amount a $1,500 automobile allowance and $1,207 matching contribution under
     the Company's 401(k) plan.
13.  Mr. Duerk joined the Company in June 1998.
14.  Amount reflects a $8,789  automobile  allowance and $625 of group insurance
     premiums.
15.  From May 1997 until the time of Mr.  Cresante's  resignation as an employee
     of the Company in May 1998, Mr. Cresante served as Executive Vice President
     and Chief Operating Officer.
16.  Amount  reflects  payments  in the  aggregate  amount of $83,333  under the
     Cresante   Consulting   Agreement  (as  defined  herein,  See "--Employment
     Agreements"), $26,800  of  life  insurance  premiums (which  constitutes  a
     gross-up  amount to offset  income tax  exposure)  , a  $13,800  automobile
     allowance and a $313 matching contribution under the Company's 401(k) plan.
17.  Mr. Cresante  received  options to purchase  225,000 shares of Common Stock
     under his  employment  Agreement  and SARs with respect to 20,000 shares of
     Common Stock under the SAR Plan during fiscal year 1998.  However,  options
     to  purchase  139,333 of such  shares of Common  Stock and all of such SARs
     were  subsequently  forfeited  by  Mr.  Cresante  in  connection  with  his
     resignation  as an  employee  of the  Company  and  under  the terms of the
     Cresante Consulting Agreement. See "-- Employment Agreements."
18.  Amount reflects  $28,667 of life insurance  premiums  (which  constitutes a
     gross-up amount to offset income tax exposure),  a $12,600 car allowance, a
     $2,284 matching  contribution  under the Company's  401(k) plan and $165 of
     long-term disability insurance premiums.
19.  From June 1995 until the time of Mr. Hakes'  resignation  as an employee of
     the  Company  in  May  1998,  Mr.  Hakes  served  as  President,   European
     Operations.
20.  Amount reflects a payment of $185,413 under the Hakes Consulting  Agreement
     (as defined herein, See "--Employment Agreements").
21.  Represents the value of an automobile awarded to Mr. Hakes' as a bonus.


  Option/SAR Grants in Last Fiscal Year

     The following options and Stock  Appreciation  Rights ("SARs") were granted
to the Named  Executives  during the fiscal  year ended March 27, 1999 under the
Plan and the Company's  Stock  Appreciation  Rights Award Plan (the "SAR Plan"),
respectively.

<TABLE>
<CAPTION>

                                                  Individual Grants
                             Number of        % of Total                                           Potential Realized
                            Securities       Options/SARs     Exercise or                           Value at Assumed
                            Underlying        Granted to         Base                               Annual Rates of
                           Options/SARs      Employees in        Price        Expiration        Stock Price Appreciation
Name                        Granted(#)     Fiscal Year(1)(2)   ($/sh)(3)         Date               for Option Term
----                       ------------    -----------------  -----------   --------------     5%($) (6)       10%($) (6)
                                                                                              ------------    ------------
<S>                          <C>              <C>             <C>           <C>               <C>             <C>
Robert A. Zummo.........     0/50,000         0.0%/40.3%      N/A/$14.25    N/A/3/29/01 (4)   N/A/$112,308    N/A/$235,838
Jeffrey J. Kaplan.......     0/40,000         0.0%/32.3%      N/A/$14.25    N/A/3/29/01 (4)   N/A/$89,846     N/A/$188,670
Victor Guadagno.........        0/0           0.0%/0.0%           N/A             N/A             N/A             N/A
Stephen B. Duerk........        0/0           0.0%/0.0%           N/A             N/A             N/A             N/A
Philip Lelliott.........     25,000/0         61.0%/0.0%      $16.63/N/A    5/31/08 (5)/N/A   $261,463/N/A    $662,598/N/A
Thomas W. Cresante              0/0           0.0%/0.0%           N/A             N/A             N/A             N/A
John L. Hakes                   0/0           0.0%/0.0%           N/A             N/A             N/A             N/A

</TABLE>

-----------------
(1)  Figures have been rounded to the nearest tenth.
(2)  An aggregate of 11,000 of the SARs granted to employees  during fiscal year
     1999  were  subsequently   forfeited  in  connection  with  the  respective
     employee's resignation from the Company.
(3)  Figures have been rounded to the nearest hundredth.
(4)  Becomes exercisable on the termination date of the SAR.
(5)  Becomes  exercisable  in three  equal  annual  installments  with the first
     installment  commencing  one year from the date of grant.
(6)  Rounded the nearest dollar.



                                        6

<PAGE>

     Aggregated  Option/SAR  Exercises  in Last Fiscal Year and Fiscal  Year-End
Option/SAR Values

     The following table  summarizes for each of the Named Executives the number
of stock options and SARs exercised during the fiscal year ended March 27, 1999,
the  aggregate  dollar  value  realized  upon  exercise,  the  total  number  of
unexercised  options and SARs,  if any, held at March 27, 1999 and the aggregate
dollar value of  in-the-money,  unexercised  options and SARs, held at March 27,
1999. The value realized upon exercise is the difference between the fair market
value of the  underlying  stock on the  exercise  date and the  exercise or base
price of the option or SAR, respectively. The value of unexercised, in-the-money
options or SARs at fiscal  year-end is the  difference  between its  exercise or
base price and the fair market value of the underlying  stock on March 29, 1999,
which was $8.50 per share.


<TABLE>
<CAPTION>
                                    Shares
                                  Acquired on
                                  Exercise or
                                 with respect                          Number of Securities             Value of Unexercised
                                   to which                           Underlying Unexercised          In-the-Money Options and
                                  Options or                            Options and SARs at                   SARs at
                                   SARs were          Value             Fiscal Year-End (#)             Fiscal Year- End ($)
Name                             exercised (#)     Realized ($)      Exercisable/Unexercisable       Exercisable/Unexercisable
----                             -------------     ------------      -------------------------       -------------------------
<S>                                    <C>              <C>              <C>                                      <C>
Robert A. Zummo.............           0                NA               50,000/35,000(1)                         *
Robert A. Zummo.............           0                N/A                 0/90,000(2)                           *
Jeffrey J. Kaplan...........           0                NA              166,669/108,331(1)                        *
Jeffrey J. Kaplan...........           0                N/A                 0/60,000(2)                           *
Stephen B. Duerk............           0                N/A              10,000/30,000(1)                         *
Stephen B. Duerk............           0                N/A                0/12,000 (2)                           *
Victor Guadagno.............        10,000            $74,925               20,000/0(1)                           *
Philip Lelliott.............           0                N/A               8,333/16,667(1)                         *
Thomas W. Cresante..........           0                N/A               85,667/0(1)(3)                          *
John L. Hakes...............           0                N/A                     0/0                               *

</TABLE>
------------
*    None of the Options or SARs  referenced in the chart were  in-the-money  on
     March 27, 1999.
1.   Represents  options to purchase  Common Stock granted by the Company to the
     Named Executive under the Plan.
2.   Represents SARs granted by the Company to the Named Executive under the SAR
     Plan.
3.   Mr. Cresante received options to purchase 225,000 shares of Common Stock at
     an exercise price of $10.25 per share under his employment agreement during
     fiscal year 1998.  However,  options to purchase  139,333 of such shares of
     Common Stock were subsequently forfeited by Mr. Cresante in connection with
     his  resignation  as an  employee  of the Company in May 1998 and under the
     terms of the Cresante Consulting Agreement. See "--Employment Agreements."
4.   In connection with the expiration of the Hakes  Consulting  Agreement,  Mr.
     Hakes forfeited options to purchase an aggregate of 35,000 shares of Common
     Stock, all of which were vested.


  Employment Agreements

     Mr. Zummo serves as Chief  Executive  Officer of the Company  pursuant to a
five-year  employment agreement which became effective as of April 19, 1999. The
employment  agreement  provides for a base salary for the first year of the term
of $575,000,  subject to annual increases of the  Compensation  Committee of the
Board of  Directors  commencing  in fiscal  year 2001.  In  addition to the base
salary,  the employment  agreement  provides for an annual incentive bonus under
the Company's Senior  Management  Incentive Plan (the "Senior  Management Plan")
and a performance  based bonus for fiscal year 2000 of up to a maximum of 50% of
his base salary for such fiscal year based on the achievement of  pre-determined
target  levels of the  Company's  earnings.  Mr.  Zummo did not earn a bonus for
fiscal year 1999.  In the event Mr.  Zummo's  employment  is  terminated  by the
Company within the first four years of



                                        7

<PAGE>

the term without  "Cause"  (other than as a result of death or  disability or in
connection  with a Change of  Control),  including  by reason of a  Constructive
Termination  (as each such term is defined  in the  employment  agreement),  the
Company is  required  to pay Mr.  Zummo an amount  equal to his full  salary and
incentive bonus in effect for the year immediately preceding termination for the
remainder of the full term. If such  termination  occurs during the last year of
the term,  the Company is required to pay Mr.  Zummo an amount equal to his full
salary  and  incentive  bonus  in  effect  for the  year  immediately  preceding
termination  and his pro rata share of his incentive bonus for the year in which
the termination  occurs. If Mr. Zummo's  employment is terminated for any reason
(other than for Cause,  death or  disability) by Mr. Zummo or the Company within
the twelve month period  following a Change of Control,  the Company is required
to pay Mr. Zummo an amount equal to the greater of two times his full salary and
bonus in  respect  of the year  immediately  preceding  termination  and (ii) an
amount  equal to his full  salary  and  incentive  bonus in effect  for the year
immediately  preceding  termination  for the  remainder  of the  full  term.  In
addition,  if Mr.  Zummo's  employment  agreement  is not renewed by the Company
after the  expiration of the initial  five-year term other than for "Cause," the
Company  would be  required  to  continue  to pay Mr.  Zummo's  full  salary and
incentive bonus in effect for the year immediately  preceding  termination for a
period of one year from the time of termination.

     Mr. Corey serves as President  and Chief  Operating  Officer of the Company
pursuant to a three-year employment agreement which became effective as of March
28, 1999. The employment agreement provides for a base salary for the first year
of the term of $300,000,  subject to annual  increases in the  discretion of the
Compensation Committee of the Board of Directors commencing in fiscal year 2001.
In addition to the base salary, the employment  agreement provides for an annual
incentive bonus under the Senior  Management Plan commencing in fiscal year 2001
and a performance  based bonus for fiscal year 2000 of up to a maximum of 40% of
his base salary for such fiscal year based on the achievement of  pre-determined
target levels of the Company's earnings. Pursuant to the terms of the employment
agreement,  Mr. Corey was awarded  options to purchase  100,000 shares of Common
Stock under the Plan and SARs  relating to 40,000  shares of Common  Stock under
the SAR Plan.  The  options  granted to Mr.  Corey  under the Plan vest in three
equal annual  installments with the first  installment  commencing one year from
the date of grant.  The SARs granted to Mr. Corey under the SAR Plan have a term
of three years and may only be exercised on the third anniversary of the date of
grant.  In the event Mr. Corey's  employment is terminated by the Company during
the first two years of the term without "Cause" (other than as a result of death
or disability or in connection with a Change of Control), including by reason of
a  Constructive  Termination  (as each such term is  defined  in the  employment
agreement), the Company is required to pay Mr. Corey an amount equal to his full
salary  in  effect  for  the  year  immediately  preceding  termination  for the
remainder of the full term. If such  termination  occurs during the last year of
the term,  the Company is required to pay Mr.  Corey an amount equal to his full
salary in effect for the year immediately preceding termination.  If Mr. Corey's
employment is terminated following a Change of Control (including by reason of a
Constructive  Termination),  the Company is required to pay Mr.  Corey an amount
equal to two times his full salary in respect of the year immediately  preceding
termination.  In addition, if Mr. Corey's employment agreement is not renewed by
the Company after the expiration of the initial  three-year  term other than for
"Cause,"  the Company  would be required  to  continue to pay Mr.  Corey's  full
salary in effect for the year immediately  preceding termination for a period of
one year from the time of termination.

     Mr. Kaplan serves as Executive Vice President and Chief  Financial  Officer
of the Company  pursuant  to a  three-year  employment  agreement  which  became
effective in February 1997. The  employment  agreement  provides that Mr. Kaplan
will  allocate at least 80% of his working  time,  attention and energies to the
affairs of the Company and the  remaining 20% to Valentec;  however,  Mr. Kaplan
has been spending  substantially all of his working time performing services for
the Company  since the closing of the Valentec  Acquisition.  Mr.  Kaplan's base
salary for the first year of the term is $220,000,  subject to annual  increases
at the discretion of the Board of Directors. In each of September 1997 and March
1998, the Compensation  Committee of the Board of Directors approved an increase
of salary payable to Mr. Kaplan under his  employment  agreement to $242,000 and
$300,000, respectively. In addition to the base salary, the employment agreement
provides  for an annual  incentive  bonus.  Mr.  Kaplan did not earn a bonus for
fiscal year 1999. Pursuant to the terms of the employment agreement,  Mr. Kaplan
was awarded  options under the Plan in accordance  with the following  schedule:
(i) options to purchase  125,000  shares of Common Stock were issued on February
15, 1997;  (ii) options to purchase 50,000 shares of Common Stock were issued on
April 1, 1997 and (iii)  options to purchase  50,000 shares of Common Stock were
to be issued on April 1, 1998, but were actually issued on August 13, 1997 after
approval by the  Compensation  Committee of the  acceleration of the issuance of
such options. On September 17, 1997, the vesting schedule of all options granted
by the Company under the Plan was accelerated.  Accordingly,  all of the options
granted  to Mr.  Kaplan by the  Company  under the Plan  vest in three  equal
annual installments (rather than four equal annual installments)  commencing one
year from the date of grant. Such stockholder approval was obtained in September
1997.



                                        8

<PAGE>

In the event Mr. Kaplan's employment is terminated without "Cause", including by
reason  of a  Constructive  Termination  (as each such  term is  defined  in the
employment agreement), the Company would be required to pay Mr. Kaplan an amount
equal to his full salary and incentive bonus in effect for the year  immediately
preceding  termination  for the  remainder  of the full  term.  If Mr.  Kaplan's
employment is terminated by the Company in connection with a "change in control"
(as defined in the employment  agreement),  the Company would be required to pay
Mr. Kaplan an amount equal to two times his full salary and  incentive  bonus in
respect of the year  immediately  preceding  termination.  In  addition,  if Mr.
Kaplan's employment agreement is not renewed by the Company after the expiration
of the initial  three-year  term other than for  "Cause,"  the Company  would be
required to  continue to pay Mr.  Kaplan's  full salary and  incentive  bonus in
effect for the year immediately  preceding  termination for a period of one year
from the time of termination.  In connection with Mr. Kaplan's  determination to
resign from the Company,  the Company and Mr.  Kaplan have agreed in  principle,
that such  resignation  will be effective as of August 31, 1999 and,  subject to
the  negotiation  and  execution of definitive  agreements,  (i) Mr. Kaplan will
receive one year's  salary (i.e.  $300,000)  payable over a twelve month period,
certain fringe benefit  premiums for twelve months and automobile lease payments
until February 2000,  (ii) his option  agreements will be amended to provide for
the  immediate  vesting of all  unvested  options upon the  termination  of such
employment  agreement  and the period of time that Mr.  Kaplan can  exercise his
options will be extended to a period of three years,  and (iii) his  outstanding
SARs will be amended to provide for continued participation during the remainder
of the respective terms thereof.

     Mr.  Duerk  serves as Vice  President  of the Company and  President of the
Company's  North American  Automotive  Group,  pursuant to a two year employment
agreement which became effective in June 1998. The employment agreement provides
for a base salary for the first year of the term of $175,000,  subject to annual
increases  at the  discretion  of the  Compensation  Committee  of the  Board of
Directors.  The employment agreement also provides for an annual incentive bonus
under the Company's Management Incentive Plan (the "Management Incentive Plan").
Mr.  Duerk did not earn a bonus  for  fiscal  year  1999  under  such  plan.  In
addition,  the employment  agreement  provides that (i) in the event Mr. Duerk's
employment  is  terminated  without  "Cause"  (as such  term is  defined  in the
employment  agreement),  the Company is required to continue to pay Mr.  Duerk's
full salary (but no bonus  compensation)  for a period of twelve months from the
time of termination, (ii) if Mr. Duerk's employment is terminated by the Company
in  connection  with a  "change  of  control'  (as such term is  defined  in the
employment agreement),  the Company is required to pay Mr. Duerk an amount equal
to two  times  his  full  salary  and  incentive  bonus in  respect  of the year
immediately preceding termination, and (iii) if Mr. Duerk's employment agreement
is not renewed by the Company  after the  expiration  of the term other than for
Cause,  the Company is required to continue to pay Mr.  Duerk's full salary (but
no  bonus  compensation)  for a  period  of  twelve  months  from  the  time  of
termination.

     Mr.  Guadagno  serves as Vice President of the Company and President of the
Company's  Systems  Group,  pursuant to a two-year  employment  agreement  which
became  effective in September 1994, the term of which was extended to September
1997.  Mr.  Guadagno's  base salary for the first year of the term was $150,000,
and is subject to annual  increases at the discretion of the Board of Directors.
Mr. Guadagno's current base salary is $162,000.  In addition to the base salary,
the  employment  agreement  provides  for  an  annual  incentive  bonus.  If Mr.
Guadagno's  employment  agreement  is not  renewed  by  the  Company  after  the
expiration  of the term other than for Cause,  the Company  would be required to
continue to pay Mr.  Guadagno's  full salary for a period of six months from the
time of termination.

     Mr.  Lelliott  serves as Vice President of the Company and President of the
Company's Europe/Asia Pacific Automotive Group pursuant to the terms of an offer
letter  dated as of January 23, 1998.  The offer  letter  provides for an annual
base salary of (pound)90,000 British pounds  (approximately  $142,200 as of July
22, 1999),  which is subject to annual  increases at the discretion of the Board
of Directors. In addition to the base salary, the offer letter also provides for
an annual  incentive  bonus under the Management  Incentive  Plan. Mr.  Lelliott
received a signing bonus of (pound)10,000 British pounds (approximately  $15,800
as of July 22, 1999) upon commencing employment with the Company in May 1998 and
a bonus of Li.15,000 British pounds (approximately $23,700, as of July 22, 1999)
under the Management  Incentive Plan for fiscal year 1999. Pursuant to the terms
of the offer letter,  Mr. Lelliott was awarded options to purchase 25,000 shares
of  Common  Stock  under the  Plan.  Such  options  vest in three  equal  annual
installments  with the first  installment  commencing  one year from the date of
grant.  Mr. Lelliott has resigned as an officer of the Company,  effective as of
July 30, 1999.

     From June 1995 until his  resignation  as an employee of the Company in May
1998,  Mr.  Hakes  served  as  President,  European  Operations  pursuant  to an
employment  agreement (the "Hakes Employment  Agreement").  The agreement had an
initial term of one year and was terminable  thereafter on twelve months' notice
by either the Company



                                        9

<PAGE>

or Mr.  Hakes.  Mr.  Hakes'  base  salary  for the  first  year of the  term was
(pound)95,000 British pounds  (approximately  $150,100 as of July 22, 1999), and
was subject to annual increases at the discretion of the Board of Directors.  In
addition to the base  salary,  the Hakes  Employment  Agreement  provided for an
annual  incentive  bonus.  Mr.  Hakes was not  awarded a bonus for fiscal  1999.
Pursuant  to the  Hakes  Employment  Agreement,  if Mr.  Hakes'  employment  was
terminated by the Company in  connection  with "a change in control" (as defined
in the Hakes Employment Agreement),  the Company would have been required to pay
Mr. Hakes an amount equal to his full salary effective on the date of the change
in  control  for a period of one full  year.  Pursuant  to the Hakes  Employment
Agreement, Mr. Hakes also provided services to VIL (as defined herein) in return
for  compensation  paid by VIL. The Company entered into a consulting  agreement
(the "Hakes  Consulting  Agreement")  with Mr. Hakes,  pursuant to which (i) the
Hakes  Employment  Agreement was terminated,  (ii) all SARs granted to Mr. Hakes
under the SAR Plan were  forfeited,  and (iii) Mr.  Hakes  agreed to (a) provide
certain  consulting  services  to the  Company  and (b)  serve  as the  Managing
Director of VIL for a term of one year. In consideration for such services,  Mr.
Hakes received a lump sum payment of approximately (pound)146,700 British pounds
(approximately  $231,786  as of July  22,  1999)  (less  applicable  withholding
taxes),  which is equal to his annual base salary at the time of  termination of
the Hakes  Employment  Agreement;  options to  purchase an  aggregate  of 35,000
shares of Common Stock previously granted to Mr. Hakes under the Plan were fully
vested  pursuant  to the  Hakes  Consulting  Agreement  and were  available  for
exercise until thirty days after the  termination  date of the Hakes  Consulting
Agreement;  and  the  Company  provided  to Mr.  Hakes  certain  life  insurance
benefits. Approximately (pound)117,350 British pounds (approximately $185,413 as
of July 22, 1998) of the lump sum payment under the Hakes  Consulting  Agreement
was made by the Company. The Hakes Consulting Agreement expired in May 1999.

     From May 1997 until his  resignation as an employee from the Company in May
1998,  Mr.  Cresante  served as Executive  Vice  President  and Chief  Operating
Officer of the  Company  pursuant  to a  three-year  employment  agreement.  The
employment  agreement  provided that Mr. Cresante would allocate at least 80% of
his working  time,  attention and energies to the affairs of the Company and the
remaining 20% to Valentec; however, Mr. Cresante had been spending substantially
all of his working time performing services for the Company since the closing of
the Valentec  Acquisition.  Mr. Cresante's base salary for the first year of the
term was $235,000, subject to annual increases at the discretion of the Board of
Directors. In addition to the base salary, the employment agreement provided for
an annual bonus. Mr. Cresante did not receive a bonus for fiscal 1999.  Pursuant
to the terms of the employment  agreement,  Mr.  Cresante was awarded options to
purchase  225,000  shares of Common Stock issued on May 19, 1997 under the Plan.
Pursuant to the employment agreement, in the event Mr. Cresante's employment was
terminated  without "Cause",  including by reason of a Constructive  Termination
(as each such term is defined in the  employment  agreement),  the Company would
have been  required to pay Mr.  Cresante an amount  equal to his full salary and
incentive bonus in effect for the year immediately preceding termination for the
remainder of the full term. If Mr.  Cresante's  employment was terminated by the
Company in connection  with a "change in control" (as defined in the  employment
agreement),  the Company would have been required to pay Mr.  Cresante an amount
equal to two times his full  salary and  incentive  bonus in respect of the year
immediately  preceding  termination.  In addition,  if Mr. Cresante's employment
agreement  was not renewed by the Company  after the  expiration  of the initial
three-year  term other than for "Cause," the Company would have been required to
continue to pay Mr. Cresante's full salary and incentive bonus in effect for the
year immediately preceding termination for a period of one year from the time of
termination.  The Company has entered into a consulting agreement (the "Cresante
Consulting  Agreement")  with Mr.  Cresante  pursuant  to which  Mr.  Cresante's
employment  agreement  was  terminated  and he will instead  provide  consulting
services  to the  Company  for a term  of  two  years  ending  in May  2000.  As
compensation  for such services,  Mr.  Cresante will receive  $100,000 per year,
payable at least on a monthly  basis and  options to purchase  85,667  shares of
Common Stock  previously  granted to Mr. Cresante under the Plan have been fully
vested  pursuant to the Cresante  Consulting  Agreement  and are  available  for
exercise  until  thirty  days after from the  termination  date of the  Cresante
Consulting Agreement.  The remaining stock options granted by the Company to Mr.
Cresante  under his  employment  agreement  have been  forfeited.  In  addition,
pursuant to the Cresante Consulting  Agreement,  the Company will provide to Mr.
Cresante certain  benefits under the Company's  benefit plans as well as certain
life and health insurance benefits.

     Senior Management Plan

     The  Compensation  Committee  approved,  and the  Board  of  Directors  and
shareholders of the Company have  subsequently  ratified,  the Senior Management
Plan,  which  provides  for annual  performance  based  bonuses  to certain  key
executive  officers,  primarily  based on  pre-determined  target  levels of the
Company's earnings.  Upon the occurrence of a Change of Control (as such term is
defined  in the  Senior  Management  Plan)  such  pre-determined  target  levels
relating  to the  fiscal  year in which the Change of  Control  occurs  shall be
deemed to have been  achieved and payments of the awards shall be made  promptly
after the Change of  Control.  In the event that the actual  performance  of the
Company  exceeds  such target  levels,  such awards shall be based on the actual
performance of the Company. Messrs.



                                       10

<PAGE>

Zummo and  Kaplan  did not earn a bonus for  fiscal  year 1999  under the Senior
Management Plan. See "-Employment Agreements".

     Management Incentive Plan

     The  Compensation  Committee has  approved,  and the Board of Directors has
subsequently  ratified, the Management Incentive Plan, which provides for annual
performanced based bonuses to certain management level employees (other than key
executive officers),  primarily based on pre-determined  levels of the Company's
earnings.  Messrs.  Duerk and  Guadagno  did not receive a bonus for fiscal year
1999. Mr. Lelliott earned a bonus of $(pound)15,000 (approximately $23,700 as of
July 22, 1999) for fiscal year 1999 under the Management Incentive Plan.

     1994 Stock Option Plan

     On January 27, 1994, the Board of Directors  adopted,  and the stockholders
approved  the Plan.  On May 4, 1996,  July 29,  1996,  July 22, 1997 and May 28,
1998, the Board of Directors  approved certain amendments to the Plan which were
subsequently approved by the stockholders of the Company. In July 1999, the Plan
was further amended to provide that the  Compensation  Committee of the Board of
Directors  has  discretion  to extend the period of time that an option  granted
under the Play may be exercised  by an optionee  after the  termination  of such
optionee's employment,  directorship or consulting arrangement with the Company,
as the case may be. The Plan  currently  provides for the issuance of options to
purchase up to 1,050,000  shares of Common  Stock,  of which options to purchase
975,000 shares may be issued to officers,  key employees and  consultants of the
Company  and  options to purchase  75,000  shares may be issued to  non-employee
directors of the Company.  Except in certain circumstances,  upon the occurrence
of a Change of  Control  (as such term is  defined  in the  Plan),  all  options
granted  under  the Plan  that are  outstanding  and not yet  vested  (including
options granted to non-employee  directors) will become 100% vested effective on
the  date on  which  such  Change  of  Control  occurs  and  will be  thereafter
exercisable in accordance  with the terms of the Plan and any  applicable  award
agreement between the Company and the optionee.

     SAR Plan

     The SAR Plan was  approved by the  Compensation  Committee  of the Board of
Directors on October 13, 1997,  effective as of April 1, 1997, and  subsequently
ratified  by the  Board  of  Directors  on May  28,  1998  and  approved  by the
shareholders of the Company on September 9, 1998.  Pursuant to the SAR Plan, the
Compensation  Committee  of the  Board  of  Directors  may  grant  participating
officers and key  employees of the Company SARs,  which  entitle the  recipients
thereof to receive payments in cash equal to the appreciation in the fair market
value of a  specified  number of shares of Common  Stock  from the date of grant
until the date of exercise (the "Excess Value"). Upon the occurrence of a Change
of  Control  (as  such  term is  defined  in the  SAR  Plan),  unless  otherwise
specifically  prohibited  under applicable laws, or by the rules and regulations
of any governing  governmental  agencies or national securities  exchanges,  all
SARs granted under the SAR Plan shall become fully exercisable as of the date of
such  change of control and each  outstanding  SAR award shall be deemed to have
been  exercised  on such date and  entitled to an  immediate  cash payment in an
amount  equal to the Excess  Value on such  deemed date of  exercise;  provided,
however,  that if,  following  such date,  the Common Stock shall continue to be
quoted on NASDAQ (or a  successor  quotation  system) or  publicly  traded on an
exchange,  the  participant  shall  have the  option  whether  or not his or her
employment  continues after such date, to exercise his or her respective SARs in
whole,  but not in part (i) upon the date of such  change in  control or (ii) at
any time until the earlier of (x) the  expiration  date  thereof or (y) the date
upon which the Common  Stock shall cease to be quoted or publicly  traded and in
the case of such  delisting,  the SAR shall be deemed to have been  exercised on
the date of such delisting.

     Directors' Compensation

     Directors  who are  employees of the Company  receive no  compensation,  as
such,  for service as members of the Board.  Directors  who are not employees of
the  Company  receive an annual  retainer of $20,000  and an  attendance  fee of
$1,250 for each Board  meeting or committee  meeting  attended in person by that
director and $300 for each  telephonic  Board  meeting or  committee  meeting in
which such director  participated;  provided that fees for in-person meetings of
the Board and  committees  shall not exceed  $1,250 per day. All  Directors  are
reimbursed for expenses incurred in connection with attendance at meetings.

     Each  non-employee  director  currently  receives an automatic option grant
under the Plan,  vesting in equal  installments over a three-year period, at the
beginning of each calendar year in which he serves as a director of the Company.
On January 14, 1998,  the Board of  Directors  approved an amendment to the Plan
which increased the size



                                       11

<PAGE>

of the annual  formula grant to  non-employee  directors  under the Plan from an
option to purchase  2,500 shares of Common Stock to an option to purchase  4,000
shares of Common Stock. The exercise price of the shares of Common Stock subject
to options granted to each non-employee director is the fair market value of the
shares of Common  Stock on the date of grant.  Options  granted to  non-employee
directors,  with limited  exceptions,  may only be exercised within ten years of
the date of grant and while the  recipient  of the option is a  director  of the
Company.  See "--1994 Stock Option Plan" above for a discussion of the status of
such options upon the  occurrence  of Change of Control (as such term is defined
in the Plan).


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Except as  otherwise  indicated,  the  following  table and notes set forth
certain information regarding the beneficial ownership of the Common Stock as of
July 23, 1999 by all person(s)  known by the Company to be the beneficial  owner
of more than 5% of the Common Stock, by each director of the Company, by each of
the Named  Executives  (as defined  herein) and by all  directors  and executive
officers  of the  Company  as a  group.  Except  as  otherwise  indicated,  each
beneficial  owner has the sole power to vote, as  applicable,  and to dispose of
all shares of Common Stock owned by such beneficial owner.

<TABLE>
<CAPTION>
                                                                   Amount and Nature of          Percent of
Name and Address of Beneficial Owner                               Beneficial Ownership        Common Stock(1)
------------------------------------                               --------------------        ---------------
<S>                                                                 <C>                            <C>
Robert A. Zummo(2)(3)....................................            1,026,576(4)                   19.8%

Cramer Rosenthal McGlynn, LLC............................              869,800(5)                   16.9%
       707 Westchester Avenue
       White Plains, New York  10604

Lawrence D. Greenberg                                                  488,800(6)                   9.5%
       1010 Arch Street, Suite 1930
       Boston, MA 02210

Jeffrey J. Kaplan(2).....................................              166,669(7)                   3.2%

Victor Guadagno(2).......................................               20,000(7)                     *

Stephen Duerk............................................               10,100(8)                     *

Philip Lelliott..........................................                8,333(7)                     *

Thomas W. Cresante(2)....................................               85,667(7)                   1.6%

John L. Hakes(2).........................................                      0                      0

Joseph J. DioGuardi(2)...................................               10,833(7)                     0

Francis X. Suozzi(3)(9)..................................             435,801(10)                   8.3%

Robert J. Torok(2).......................................               10,833(7)                     *

All executive officers and directors as a group
       (consisting of 11 individuals)....................           1,273,344(11)                   23.4%
</TABLE>
-------------
*    Less than 1%.

1.   Shares  beneficially  owned,  as  recorded in this  table,  expressed  as a
     percentage  of the  shares of Common  Stock  outstanding,  net of  treasury
     shares. For purposes of computing the percentage of outstanding shares held
     by each  person or group of persons  named in this  table,  any  securities
     which such  person or group of persons  has the right to acquire  within 60
     days  from  July 20,  1999 is  deemed to be  outstanding  for  purposes  of
     computing the  percentage  ownership of such person or persons,  but is not
     deemed to be  outstanding  for the  purpose  of  computing  the  percentage
     ownership of any other person.


                                       12
<PAGE>

2.   Address for each person is c/o Safety Components International,  Inc., 2160
     North Central Road, Fort Lee, New Jersey 07024.

3.   In  connection  with the  Valentec  Acquisition,  Messrs.  Zummo and Suozzi
     entered  into an  agreement,  pursuant to which it was agreed,  among other
     things, that for a period of three years from the date thereof,  Mr. Suozzi
     will  vote all  shares  of Common  Stock  beneficially  owned by him on any
     manner put to a vote of the  shareholders of the Company in the same manner
     as recommended by a majority of the Board of Directors of the Company or if
     no such  recommendation has been made, as directed by Mr. Zummo;  provided,
     that such agreement  shall terminate if Mr. Suozzi shall cease to be on the
     Board of Directors (other than as a result of his  resignation).  Mr Suozzi
     resigned from the Board of Directors, effective as of July 12, 1999

4.   Includes options which are currently  exercisable (or exercisable within 60
     days) to purchase 50,000 shares of Common Stock.

5.   Represents  the  number of shares  beneficially  owned by Cramer  Rosenthal
     McGlynn,  LLC ("CRM"),  an investment company registered under Section 8 of
     the Investment  Advisers Act of 1940,  according to a Schedule 13G filed by
     CRM with the Commission in March 1999.

6.   Lawrence   D.   Greenberg,   an   individual,   is   managing   member   of
     Greenberg-Summit Partners, LLC ("GSP") and Greenberg-Summit Management, LLC
     ("GSM"),  both Delaware  limited  liability  companies.  GSP is the General
     Partner to the Mt.  Everest  Fund,  LP, and Mt.  Everest QP Fund,  LP, both
     Delaware limited  partnership (the "Onshore Funds").  GSM is the Management
     Company for the Onshore  Funds and the  Investment  Manger for Mt.  Everest
     Limited,  a  Bermuda  Limited  Liability  Company  (the  "Offshore  Fund").
     Lawrence D. Greenberg  makes all decisions  relating to the acquisition and
     disposition  of  investments  by the Onshore  Funds and the Offshore  Fund.
     Accordingly,  Mr.  Greenberg  has shared  power to vote or  dispose  (or to
     direct the  disposition) of the Common Stock owned by the Onshore Funds (an
     aggregate of 362,500 shares) and the Offshsore Fund (126,300  shares).  All
     information  regarding  Lawrence D. Greenberg,  GSP, GSM, the Onshore Funds
     and the  Offshore  Fund,  including  the  number of shares of Common  Stock
     beneficially  owned by each of them, is based on information  included in a
     Schedule 13G/A filed by such persons with the Commission in February 1999.

7.   Represents  only options which are currently  exercisable  (or  exercisable
     within 60 days) to purchase shares of Common Stock.

8.   Includes options which are currently  exercisable (or exercisable within 60
     days) to purchase 10,000 shares of Common Stock.

9.   Address for such person is c/o Nabisco Group  Holdings,  1301 Avenue of the
     Americas, New York, New York 10019.

10.  Includes options which are currently  exercisable (or exercisable within 60
     days) to purchase  110,000 shares of Common Stock.  In connection  with Mr.
     Suozzi's  resignation as a director of the Company, the vesting schedule of
     options  with  respect  to 24,167 of such  shares was  accelerated  and the
     period of time that Mr. Suozzi could exercise his options granted under the
     Plan was extended for the remainder of their respective terms. Accordingly,
     all of Mr. Suozzi's options granted by the Company under the Plan are fully
     vested. In addition,  the Company and Mr. Suozzi have reached an agreeement
     in  principle  with  respect to a  consulting  arrangement,  subject to the
     negotiation  and execution of definitive  agreement,  pursuant to which (i)
     Mr.  Suozzi  will  provide  certain  consulting  services  on behalf of the
     Company for a term of one year and (ii) in consideration  for such services
     Mr. Suozzi shall receive  options to purchase 75,000 shares of Common Stock
     at an exercise price of $5-11/16 per share. Such options are to be non-Plan
     options,fully vested and to have a term of ten years.

11.  Includes options which are currently  exercisable (or exercisable within 60
     days) to purchase 296,668 shares of Common Stock.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The  Company  served  as a sales  representative  in  procuring  a  defense
contract for Valentec  International Limited ("VIL"), a corporation formed under
the laws of the United Kingdom,  88.8% of which is owned by Robert A. Zummo, the
Chief Executive Officer and Chairman of the Board of the Company,  and arranging
sub-contractors for such defense contract.


                                       13

<PAGE>

During fiscal year 1999, the Company incurred  additional costs of approximately
$3.4 million on behalf of VIL in connection with such defense contract. At March
27, 1999 the Company had billed VIL and recorded a receivable from affiliates in
the amount of $4.6 million,  of which $1.2 million had been outstanding at March
28, 1998.  Such  balance at March 28, 1998  included  approximately  $700,000 of
costs  incurred by the Company on behalf of VIL and  $500,000 in respect of fees
for  certain  management  services  the Company  provided on behalf of VIL.  The
Company  collected  approximately  $3.4 million of the $4.6 million  outstanding
balance in May 1999 and VIL has a letter of credit with its customer  related to
the defense contract which supports the remaining $1.2 million receivable.

     In connection with the termination of Mr. Hakes' employment  agreement with
the  Company  (the  "Hakes  Employment  Agreement")  and his  resignation  as an
employee of the Company, the Company and VIL entered into a consulting agreement
with Mr. Hakes  effective  as of May 18,  1998,  pursuant to which (i) the Hakes
Employment  Agreement was  terminated,  (ii) all SARs granted to Mr. Hakes under
the SAR Plan were forfeited, and (iii) Mr. Hakes (a) provided certain consulting
services to the  Company  for a term of one year and (b) served as the  Managing
Director of VIL for a term of one year. In consideration for such services,  Mr.
Hakes   received  a  lump  sum   payment  of   (pound)146,700   British   pounds
(approximately  $231,786  as of July  22,  1999)  (less  applicable  withholding
taxes),  which was equal to his annual base salary at the time of termination of
the Hakes  Employment  Agreement;  options to  purchase an  aggregate  of 35,000
shares of Common Stock previously granted to Mr. Hakes under the Plan were fully
vested  pursuant  to the  Hakes  Consulting  Agreement  and were  available  for
exercise until thirty days after the  termination  date of the Hakes  Consulting
Agreement;  and  the  Company  provided  to Mr.  Hakes  certain  life  insurance
benefits. Approximately (pound)117,350 British pounds (approximately $185,413 as
of July 22, 1999) of the lump sum payment under the Hakes  Consulting  Agreement
was made by the Company and the remainder was made by VIL. The Hakes  Consulting
Agreement expired in May 1999.

     See "Executive Compensation - Employment Agreements" for a discussion of an
agreement in  principle  with respect to certain  compensation  to be paid,  and
certain other  benefits to be provided,  to Mr.  Kaplan in  connection  with his
resignation as an officer and director of the Company.

     See  "Security  Ownership  of Certain  Beneficial  Owners  and  Management,
footnote  10" for a discussion  of an  agreement in principle  with respect to a
consulting  arrangement between the Company and Mr. Suozzi, a former director of
the Company.


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)         The  financial  statements,  related  notes  thereto  and reports of
            independent  accountants  required  by Item 8 are listed on page F-1
            herein.

      (1)   All financial  statement  schedules are omitted because they are not
            applicable  or the required  information  is shown in the  Company's
            consolidated financial statements or the notes thereto.

      (2)   Exhibits:

            2.1         Agreement, dated June 6, 1996, among AB 9607 Verwaltungs
                        GmbH & Co. KG., Phoenix  Aktiengesellschaft  and Phoenix
                        Airbag   GmbH   (the   "Phoenix   Purchase   Agreement")
                        (confidential treatment requested as to part)
            2.2(12)     Amendment Agreement, dated June 28, 1996, to the Phoenix
                        Purchase Agreement
            3.1(1)      Certificate   of   Incorporation   of   Safety   Systems
                        International, Inc.
            3.2(1)      Amended and Restated  Certificate  of  Incorporation  of
                        Safety Systems International, Inc.
            3.3(1)      Certificate  of  Amendment  of the Amended and  Restated
                        Certificate   of   Incorporation   of   Safety   Systems
                        International, Inc.
            3.4(11)     Certificate  of  Amendment  to the Amended and  Restated
                        Certificate  of Safety  Components  International,  Inc.
                        (the "Company" or "Safety Components")
            3.5(1)      By-laws of Safety Components
            4.1(2)      Warrant  Agreement,  dated  as of May 13,  1994  between
                        Hampshire Securities Corporation and Safety Components
            4.2(15)     Registration Rights Agreement, dated as of May 22, 1997,
                        by and among Safety Components, Robert A. Zummo, Francis
                        X.  Suozzi and the  Valentec  International  Corporation
                        Employee Stock Ownership Plan
            4.3(16)     Form of Pledge Agreement, dated as of May 21, 1997, made
                        by the  Pledgors  named  therein  in  favor  of  KeyBank
                        National  Association,   as  collateral  agent  for  the
                        benefit of the Secured Creditors (as defined therein)

                                       14
<PAGE>

            4.4(18)     Form of  Indenture,  dated as of July 24,  1997,  by and
                        among Safety Components, the Subsidiary Guarantors named
                        therein and IBJ Schroder Bank & Trust Company.
            4.5(18)     Registration Rights Agreement, dated as of July 24, 1997
                        by and among Safety  Components,  the  guarantors  named
                        therein,  BT Securities  Corporation,  Alex Brown & Sons
                        Incorporated and BancAmerica Securities, Inc.
            4.6(18)     Form of 10  1/8%  Senior  Subordinated  Note  Due  2007,
                        Series A, including Form of Guarantee
            4.7(18)     Form of 10 1/8 %  Senior  Subordinated  Note  Due  2007,
                        Series B, including Form of Guarantee
            4.8(18)     Form of Amendment No. 2 to Pledge Agreement, dated as of
                        July 15,  1997,  made by the Pledgors  named  therein in
                        favor of KeyBank  National  Association,  as  collateral
                        agent  for the  benefit  of the  Secured  Creditors  (as
                        defined therein)
            4.9(21)     Form of Amendment No. 3 to Pledge Agreement, dated as of
                        June 30,  1998,  made by the Pledgors  named  therein in
                        favor of KeyBank  National  Association,  as  collateral
                        agent  for the  benefit  of the  Secured  Creditors  (as
                        defined therein).
            4.10(21)    Form of Amendment No. 4 to Pledge Agreement, dated as of
                        February 9, 1999,  made by the Pledgors named therein in
                        favor of KeyBank  National  Association,  as  collateral
                        agent  for the  benefit  of the  Secured  Creditors  (as
                        defined therein).
            10.2(3)     Airbag  Purchase  Agreement  by and  between TRW Vehicle
                        Safety   Systems,   Inc.  and   Valentec   International
                        Corporation    ("Valentec")   dated   March   31,   1993
                        (confidential treatment granted as to part)
            10.3(3)     Long-Term  Contract  for the  Supply of  Airbags  by and
                        between TRW REPA GmbH and Valentec International Limited
                        ("VIL"),   dated   September   20,  1993   (confidential
                        treatment granted as to part)
            10.4(2)     Representation Agreement,  effective as of May 13, 1994,
                        by   and   between    Automotive    Safety    Components
                        International,  Inc.  ("Automotive Safety") and Champion
                        Sales and Service Co.  ("Champion")
            10.5(2)     Stock Option Plan of Safety Components
            10.6(2)     Master  Asset  Transfer  Agreement,  dated May 13, 1994,
                        among   Valentec   International   Corporation,   Safety
                        Components, Galion, Inc. and Automotive Safety
            10.7(2)     Asset Purchase  Agreement,  dated May 13, 1994,  between
                        VIL  and  Automotive  Safety  Components   International
                        Limited ("Automotive Limited")
            10.8(9)     Corporate Services Agreement, dated as of April 1, 1995,
                        between  Valentec  International  Corporation and Safety
                        Components
            10.9(2)     Facility Agreement, dated May 13, 1994, between Valentec
                        International Corporation and Automotive Safety
            10.10(2)    Facility Agreement,  dated May 13, 1994, between VIL and
                        Automotive  Limited
            10.11(2)    Representation Agreement,  effective as of May 13, 1994,
                        by and between Automotive Limited and Champion
            10.12(5)    Form of Sublease Agreement,  dated May 13, 1994, between
                        VIL and Automotive Limited
           *10.13(6)    Employment Agreement,  dated as of September 29, 1994 by
                        and between Safety Components and Paul L. Sullivan
            10.14(7)    Contract  DAAA09-94-C-0532 between Safety Components and
                        the U.S.  Army (the  "Systems  Contract")  *10Employment
                        Agreement,  effective as of September 19, 1994,  between
                        Safety Components and Victor Guadagno
            10.16(8)    Lease   Agreement,   dated  February  15,  1995  between
                        Inmobiliara Calibert, S.A. de C.V. and Automotive Safety
                        Components International SA. de C.V.
            10.17(16)   Credit  Agreement,  dated as of March  15,  1996,  among
                        Safety Components,  Automotive Safety, Galion,  Valentec
                        Systems, Inc. and CUSA
            10.18(16)   Pledge  and  Security  Agreement,  dated as of March 15,
                        1996,  made by  Safety  Components,  Automotive  Safety,
                        Galion, Inc. and Valentec Systems, Inc. in favor of CUSA
           *10.19(10)   Employment  Agreement,   dated  June  1,  1995,  between
                        Automotive Limited and John Laurence Hakes
            10.20(10)   Underwriting  Agreement,  dated June 15, 1995,  among BT
                        Securities  Corporation,   Prime  Charter  Ltd.,  Safety
                        Components,  Valentec International  Corporation and the
                        other selling stockholders named therein
            10.21(14)   TRW/SCI Multi Year  Agreement  dated as of April 1, 1996
                        among TRW Vehicle Safety  Systems,  Inc.,  TRW, Inc. and
                        Safety Components.  Confidential  treatment requested as
                        to certain portions of this exhibit.  Such portions have
                        been redacted

                                     15
<PAGE>

            10.22(15)   Stock Purchase  Agreement,  dated as of May 22, 1997, by
                        and among  Robert  A.  Zummo,  Francis  X.  Suozzi,  the
                        Valentec   International   Corporation   Employee  Stock
                        Ownership Plan and Safety Components
           *10.23(16)   Employment  Agreement,  dated as of February  15,  1997,
                        between Safety Components and Jeffrey J. Kaplan
           *10.24(16)   Employment Agreement,  dated as of May 19, 1997, between
                        Safety Components and Thomas W. Cresante
            10.25(16)   Consulting Agreement,  dated as of May 31, 1997, between
                        Safety Components and W. Hardy Myers
            10.26(16)   Credit Agreement (the "Credit  Agreement"),  dated as of
                        May 21, 1997, by and among Safety Components, Automotive
                        Safety  Components  International  GmbH & Co.  KG (f/k/a
                        Phoenix   Airbag  GmbH  &  Co.  KG  ("ASCI   GmbH")  and
                        Automotive  Limited,  as borrowers and KeyBank  National
                        Association,  as  administrative  agent, and the lending
                        institutions named therein
            10.27(16)   Form of Subsidiary  Guaranty,  dated as of May 21, 1997,
                        among the  guarantors  named therein,  KeyBank  National
                        Association,  as administrative agent for itself and the
                        other Lenders (as defined in the Credit Agreement)
            10.28(16)   Form of Security  Agreement,  dated as of May 21,  1997,
                        among the assignors  named therein and KeyBank  National
                        Association,  as collateral agent for the benefit of the
                        Secured Creditors (as defined therein)
            10.29(17)   Asset  Purchase  Agreement,  dated as of June 30,  1997,
                        between Safety Components and JPS Automotive L.P.
            10.30(18)   Purchase  Agreement,  dated as of July 21, 1997,  by and
                        among Safety Components, BT Securities Corporation, Alex
                        Brown & Sons  Incorporated  and BancAmerica  Securities,
                        Inc.
            10.31(18)   Form of Amendment No. 2 to Credit Agreement, dated as of
                        July 15, 1997, by and among Safety  Components,  Phoenix
                        Airbag and Automotive Limited, as borrowers, and KeyBank
                        National  Association,  as administrative agent, and the
                        lending institutions named therein
            10.32(18)   Form of Amendment No. 2 to Subsidiary Guaranty, dated as
                        of July 15, 1997,  among the  guarantors  named therein,
                        KeyBank National  Association,  as administrative  agent
                        for  itself  and the other  Lenders  (as  defined in the
                        Credit Agreement)
            10.33(18)   Form of Amendment No. 2 to Security Agreement,  dated as
                        of July 15, 1997,  among the assignors named therein and
                        KeyBank  National  Association,  as collateral agent for
                        the  benefit  of  the  Secured   Creditors  (as  defined
                        therein)
           *10.34(19)   Offer  Letter,  dated January 23, 1998,  between  Safety
                        Components and Philip Lelliot
           *10.35(19)   Employment Agreement, dated as of March 9, 1998, between
                        Valentec International Corporation, LLC (as successor in
                        interest to Valentec International Corporation) and Paul
                        M. Betz
           *10.36(19)   Employment Agreement, dated as of March 4, 1998, between
                        Safety Components and Robert Sepulveda
            10.37(19)   Consulting Agreement,  dated as of May 14, 1998, between
                        Safety Components and Thomas W. Cresante
            10.38(19)   Severance  Agreement,  dated as of May 18,  1998,  among
                        Automotive Limited, VIL and John L. Hakes
           *10.39(19)   Safety Components Senior Management Incentive Plan
           *10.40(19)   Safety Components Management Incentive Plan
           *10.41(19)   Safety Components Stock Appreciation Rights Award Plan
            10.42(20)   Safety Components 1994 Stock Option Plan, as amended
            10.43(21)   Form of Amendment No. 3 to Credit Agreement, dated as of
                        July 30, 1998, by and among Safety Components, ASCI GmbH
                        and  Automotive  Limited,  as  borrowers,   and  KeyBank
                        National  Association,  as administrative agent, and the
                        lending institutions named therein.
            10.44(21)   Form of Amendment No. 4 to Credit Agreement, dated as of
                        October 9, 1998,  by and among Safety  Components,  ASCI
                        GmbH and Automotive Limited,  as borrowers,  and KeyBank
                        National  Association,  as administrative agent, and the
                        lending institutions named therein.
            10.45(21)   Form of Amendment No. 3 to Subsidiary Guaranty, dated as
                        of July 30, 1998,  among the  guarantors  named therein,
                        KeyBank National  Association,  as administrative  agent
                        for  itself  and the other  Lenders  (as  defined in the
                        Credit Agreement).
            10.46(21)   Form of Amendment No. 3 to Security Agreement,  dated as
                        of July 30, 1998,  among the assignors named therein and
                        KeyBank  National  Association,  as collateral agent for
                        the  benefit  of  the  Secured   Creditors  (as  defined
                        therein).
            *10.47(21)  Form of Employment  Agreement,  dated as of June 1, 1998
                        between Safety Components and Stephen Duerk.
            10.48(21)   Form of Master  Equipment Lease  Agreement,  dated as of
                        July 10, 1998,  between KeyCorp  Leasing,  a division of
                        Key Corporate Capital Inc. and Safety Components.

                                       16
<PAGE>

            10.49(22)   Form of Amendment No. 5 to Credit Agreement, dated as of
                        February 9, 1999, by and among Safety  Components,  ASCI
                        GmbH and Automotive Limited,  as borrowers,  and KeyBank
                        National  Association,  as administrative agent, and the
                        lending institutions named therein.
            10.50(22)   Form of Amendment No. 4 to Subsidiary Guaranty, dated as
                        of February 9, 1999, among the guarantors named therein,
                        KeyBank National  Association,  as administrative  agent
                        for  itself  and the other  Lenders  (as  defined in the
                        Credit Agreement).
            10.51(22)   Form of Amendment No. 4 to Security Agreement,  dated as
                        of February 9, 1999,  among the assignors  named therein
                        and KeyBank  National  Association,  as collateral agent
                        for the  benefit of the  Secured  Creditors  (as defined
                        therein).
            *10.52(22)  Severance Agreement,  dated as of June 25, 1998, between
                        Valentec International Corporation LLC and Paul M. Betz.
            *10.53(22)  AmendmentNo.   1,  dated  as  of  March  24,  1999,   to
                        Employment  Agreement,  dated February 15, 1997, between
                        Safety Components and Jeffrey J. Kaplan.
            10.54(22)   Investment  Agreement,  dated  as  of  March  31,  1999,
                        between Brera SCI, LLC and Safety Components.
            10.55(22)   Termination Agreement,  dated as of May 4, 1999, between
                        Brera SCI, LLC, Brera Capital  Partners,  LLC and Safety
                        Components
           *10.56       Form of  Employment  Agreement,  dated as of  April  19,
                        1999, between Safety Components and Robert A. Zummo
           *10.57       Form of  Employment  Agreement,  dated as of  April  19,
                        1999,  between  Safety  Components  and  John  C.  Corey
                        21.1(22) Subsidiaries of Safety Components
            23.1(22)    Consent of Arthur Andersen LLP dated June 23, 1998
            23.2(22)    Consent of Arthur Andersen LLP dated June 25, 1999
            23.3(22)    Consent  of  PricewaterhouseCoopers  LLP dated  June 25,
                        1999
            27(22)      Financial Data Schedule

                                       17
<PAGE>

(b)         Reports on Form 8-K.

         None.

  *      Indicates exhibits relating to executive compensation.

         (1)      Incorporated  by  reference  to  the  Company's   Registration
                  Statement  on Form S-1  (the  "1994  Registration  Statement")
                  filed  with  the  Securities  and  Exchange   Commission  (the
                  "Commission") on February 11, 1994.
         (2)      Incorporated by reference to the Company's Report on Form 10-K
                  for the  fiscal  year  ended  March 31,  1994,  filed with the
                  Commission.
         (3)      Incorporated  by  reference  to  Amendment  No.  2 to the 1994
                  Registration Statement, filed with the Commission on March 18,
                  1994.
         (4)      Incorporated  by  reference  to  Amendment  No.  3 to the 1994
                  Registration Statement, filed with the Commission on April 20,
                  1994.
         (5)      Incorporated  by  reference  to  Amendment  No.  4 to the 1994
                  Registration  Statement,  filed with the  Commission on May 3,
                  1994.
         (6)      Incorporated by reference to the Company's Report on Form 10-Q
                  for the  quarter  ended  September  30,  1994  filed  with the
                  Commission.
         (7)      Incorporated by reference to the Company's Report on Form 10-Q
                  for the  quarter  ended  December  31,  1994,  filed  with the
                  Commission.
         (8)      Incorporated by reference to the Company's Report on Form 10-K
                  for the fiscal year ended March 31, 1995.
         (9)      Incorporated  by reference to Amendment No. 1 to the Company's
                  Registration  Statement on Form S-1, filed with the Commission
                  on May 19, 1995.
         (10)     Incorporated by reference to the Company's Report on Form 10-Q
                  for the quarter ended June 30, 1995.
         (11)     Incorporated by reference to the Company's Report on Form 10-Q
                  for the quarter ended September 30, 1995.
         (12)     Incorporated by reference to the Company's Report on Form 10-K
                  for the fiscal year ended March 31, 1996.
         (13)     Incorporated by reference to the Company's Report on Form 10-Q
                  for the quarter ended June 30, 1996.
         (14)     Incorporated by reference to the Company's Report on Form 10-Q
                  for the quarter ended December 31, 1996.
         (15)     Incorporated  by reference to the Company's  Current Report on
                  Form 8-K, filed with the Commission on June 6, 1997.
         (16)     Incorporated  by reference to the  Company's  Annual Report on
                  Form 10-K, for the fiscal year ended March 31, 1997.
         (17)     Incorporated  by reference to the Company's  Current Report on
                  Form 8-K, filed with the Commission on August 4, 1997.
         (18)     Incorporated  by  reference  to  the  Company's   Registration
                  Statement on Form S-4, filed with the Commission on August 12,
                  1997.
         (19)     Incorporated  by reference to the  Company's  Annual Report on
                  Form 10-K for the fiscal year ended March 28, 1998.
         (20)     Incorporated by reference to the Company's Quarterly Report on
                  Form 10-Q for the quarter ended June 27, 1998.
         (21)     Incorporated by reference to the Company's Quarterly Report on
                  Form 10-Q for the quarter ended September 26, 1998.
         (22)     Incorporated by reference to the Original Form 10-K.


                                       18

<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                              SAFETY COMPONENTS INTERNATIONAL, INC.



                              By:      /s/ Robert A. Zummo
                              -------------------------------------
                                       Robert A. Zummo
                                       Chairman of the Board
                                       and Chief Executive Officer
                                       Date:    July 26, 1999

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

Name and Signature                Title                                   Date
-------------------               -----                                   -----
<S>                               <C>                                     <C>
                                  Chairman of the Board and Chief
                                  Executive Officer
  /s/ Robert A. Zummo             (Principal Executive Officer)           July 26, 1999
-------------------------------
  Robert A. Zummo
                                  Executive Vice President, Chief
                                  Financial Officer and Director
  /s/ Jeffrey J. Kaplan           (Principal Financial Officer)           July 26, 1999
-------------------------------
  Jeffrey J. Kaplan

                                  Corporate Controller
  /s/ Dale Anderson               (Principal Accounting Officer)          July 26, 1999
-------------------------------
  Dale Anderson

                                  President, Chief Operating Officer an
  /s/ John C. Corey               Director                                July 26, 1999
-------------------------------
  John C. Corey


  /s/ Joseph J. DioGuardi         Director                                July 26, 1999
-------------------------------
  Joseph J. DioGuardi


  /s/ Robert J. Torok             Director                                July 26, 1999
-------------------------------
  Robert J. Torok



</TABLE>


                                       19