UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              ____________________

                                    FORM 10-Q

            [X] Quarterly Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

               For the quarterly period ended: September 30, 1997
                                       or

            [ ] Transition Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                           Commission File No. 1-11474

                              ____________________

                            BREED TECHNOLOGIES, INC.
               (Exact name of registrant as specified in charter)

         Delaware                                      22-2767118
 (State of Incorporation)                    I.R.S. Employer Identification No.)

    5300 Old Tampa Highway
      Lakeland, Florida                                    33811
 (Address of principal executive offices)                (Zip Code)

                                 (941) 668-6000
              (Registrant's telephone number, including area code)

                              ____________________
   
     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 the past 90 days. Yes X No __.

     As of October 31, 1997, 31,705,527 shares of the registrant's common stock,
par value $.01 per share, were outstanding.

 
     
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<PAGE>

                                     INDEX


 PART I.           FINANCIAL INFORMATION                                    Page


Item 1.  Financial Statements

                  Consolidated Condensed Balance Sheets (Unaudited)-
                     September 30, 1997 and June 30, 1997................      1

                  Consolidated Condensed Statements of Operations (Unaudited)-
                     Three months ended September 30, 1997 and 1996 ......     2

                  Consolidated Condensed Statements of Cash Flows (Unaudited)-
                     Three months ended September 30, 1997 and 1996.......     3

                  Notes to Consolidated Condensed Financial Statements
                     (Unaudited) ........................................      4

Item 2.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations ..................      5


PART II.  OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K ................................      6

Signatures ..............................................................      7




                                        i
<PAGE>

Consolidated Condensed Balance Sheets (Unaudited)
September 30, 1997 and June 30, 1997

In thousands


                                              September 30,1997    June 30, 1997


ASSETS
Current Assets
Cash and cash equivalents                      $    12,023          $     18,707
Accounts receivable, principally trade             192,223               207,951
Inventories                                         79,332                75,347

Prepaid expenses                                    20,420                13,519
                                                -----------         ------------
Total Current Assets                               303,998               315,524
                                                -----------         ------------

Net property, plant and equipment                  272,425               276,450

Intangibles                                        219,360               220,956

Net assets held for sale                            56,900                52,620

Investments and other assets                        12,955                11,603
                                                -----------         ------------
Total Assets                                   $   865,638          $    877,153
                                                ===========         ============


LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Notes payable and current portion 
   of long-term debt                           $   195,724          $    191,744
Accounts payable                                   129,149               121,505
Accrued expenses                                    25,263                49,479
                                               -----------          ------------
Total Current Liabilities                          350,136               362,728
                                               -----------          ------------

Long-term debt                                     240,849               231,700
Other long-term liabilities                         15,519                16,306
                                               -----------          ------------
Total  Liabilities                                 606,504               610,734
                                               -----------          ------------

Stockholders' Equity
Common stock                                           317                   317
Additional paid-in capital                          77,573                77,470
Retained earnings                                  203,737               207,964
Foreign currency translation adjustments          (22,091)              (18,843)
Unearned compensation                                (402)                 (489)
                                               -----------           -----------
Total Stockholders' Equity                         259,134               266,419
                                               -----------          ------------

Total Liabilities and Stockholders' Equity     $   865,638          $    877,153
                                               ===========          ============


See Notes to Consolidated Condensed Financial Statements.



                                        1
<PAGE>

Consolidated Condensed Statements of Operations (Unaudited)
Three months ended September 30, 1997 and 1996

In thousands, except earnings (loss) per share





                                                     1997                   1996

Net sales                                       $   195,172          $   158,671

Cost of sales                                       166,885              116,577
                                                ------------         -----------

Gross profit                                         28,287               42,094
                                                ------------         -----------

Selling, general and administrative expenses         16,229               15,465
Engineering, research and development                 8,881                7,973
Amortization of intangibles                           2,017                1,282
                                                ------------         -----------
  Total Operating Expenses                           27,127               24,720
                                                ------------         -----------

Operating income                                      1,160               17,374

Interest income (expense), net                      (8,077)              (4,208)
Other income (expense), net                           (710)                 (20)
                                                ------------         -----------
Earnings (loss) before income taxes                 (7,627)               13,146

Income taxes (benefit)                              (3,400)                5,300
                                                ------------         -----------

Net earnings (loss)                             $   (4,227)          $     7,846
                                                ============         ===========

Earnings (loss) per share                       $     (.13)          $       .25
                                                ============         ===========

Average shares outstanding                           31,682               31,628
                                                ============         ===========





See Notes to Consolidated Condensed Financial Statements.


                                        2

<PAGE>

Consolidated Condensed Statements of Cash Flows (Unaudited)
Three months ended September 30, 1997 and 1996

In thousands

<TABLE>
<S>                                                            <C>                <C>

                                                               1997             1996
                                                               -----------      -----------
Cash Flows from Operating Activities
Net earnings (loss)                                            $   (4,227)      $    7,846
Adjustments to reconcile net earnings (loss) to net cash
provided by operating activities:
   Depreciation and amortization                                    12,708           10,283
   Gain from sale of assets                                          (170)              ---
   Changes in working capital items                                (9,511)           11,707
   Changes in other assets and other long-term liabilities         (6,840)            1,158
                                                                -----------      ----------
   Net cash (used in) provided by operating activities             (8,040)           30,994
                                                                -----------      ----------

Cash Flows from Investing Activities
Cost of acquisition, net of cash acquired                             ---          (77,142)
Purchases of property, plant and equipment                         (6,853)         (22,480)
Proceeds from sale of assets                                           363              ---
                                                                -----------      ----------
Net cash used in investing activities                              (6,490)         (99,622)
                                                                -----------      ----------

Cash Flows from Financing Activities
Dividends paid                                                     (2,218)          (2,214)
(Repayments) proceeds of debt, net                                  13,128         (13,382)
Stock options exercised and terminations of restricted shares          184               16
                                                                ----------       ----------
Net cash provided by (used) in financing activities                 11,094         (15,580)
                                                                ----------       ----------

Effect of exchange rate changes on cash                            (3,248)               14
                                                               -----------       ----------

Net decrease in cash and cash equivalents                          (6,684)         (84,194)
Cash and cash equivalents at beginning of period                    18,707           95,830
                                                                ----------       ----------
Cash and cash equivalents at end of period                      $   12,023       $   11,636
                                                                ==========       ==========

Cost of Acquisition:
Working capital, net of cash acquired                                  ---      $  (18,085)
Property, plant and equipment                                          ---        (117,230)
Other assets                                                           ---            (930)
Long-term debt                                                         ---           33,910
Other long-term liabilities                                            ---           25,193
                                                                ----------       ----------
   Net cost of acquisition                                             ---      $  (77,142)
                                                                ==========      ===========
</TABLE>


See Notes to Consolidated Condensed Financial Statements.


                                        3
<PAGE>

     Notes to Consolidated Condensed Financial Statements
 
     Note 1 - Presentation In the opinion of management, all adjustments,  which
include normal recurring accruals,  considered necessary for a fair presentation
of the financial position, results of operations and cash flows at September 30,
1997,  and  all  periods  presented  have  been  included  in  the  accompanying
consolidated financial statements.  Operating results for the three months ended
September 30, 1997,  are not  necessarily  indicative of the results that may be
expected for the year ending June 30, 1998.  Certain amounts in the prior year's
Consolidated Condensed Financial Statements have been reclassified to conform to
the current year's presentation.

Note 2 - Inventories
   The components of inventory (in thousands) consist of the following:



                              September 30,                June 30,
                                      1997                    1997

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

Finished Goods                   $ 24,743                   $ 24,832
Work-in-process                    28,230                     23,385
Raw Materials                      26,359                     27,130
                                ---------------           -------------
Total                            $ 79,332                   $ 75,347
                                ===============           =============


     Note 3 - Subsequent  Events On October 30, 1997, the Company  completed the
acquisition  of  substantially  all of the assets  and  certain  liabilities  of
AlliedSignal, Inc.'s worldwide automotive occupant safety restraint products and
systems  ("SRS").  These  products  include seat belt and airbag  assemblies and
components. The aggregate purchase price for all assets and liabilities acquired
was $710 million in cash and is subject to post closing adjustments based on the
net  asset  value  of  SRS as of the  closing  date.  In  conjunction  with  the
acquisition, AlliedSignal advanced the Company $50 million to be applied against
any potential post closing adjustments.

     The company  entered into a new credit  agreement  for  borrowings of up to
$900 million.  The company  borrowed  $800 million from the credit  agreement to
retire the former credit agreement and partially finance the acquisition of SRS.
The  credit  agreement  has a 366 day  term  and  contains  various  restrictive
covenants.  The  Company  also  used  proceeds  from the  issuance  of  Series A
Preference  Shares of $115 million and the issuance of Series B Preferred  Stock
of $200 million to finance the acquisition.

     The Company has announced  its intent to offer $250 million of  convertible
trust  preferred  securities in a transaction  under Rule 144A of the Securities
Act of 1933, as amended. The proceeds of the offering will be used to retire the
Series B Preferred Stock and provide additional working capital.

     The Company also  announced that it expects to announce  restructuring  and
other  charges of between  $250  million and $330  million  pretax in the second
quarter ended December 31, 1997. These restructuring and other charges include a
reduction of the Company's global workforce; the consolidation of manufacturing,
engineering  and  sales  facilities  in North  America,  Europe  and  Asia;  the
write-down of goodwill,  equipment,  tooling and certain other assets associated
with  businesses  acquired in prior  years;  as well as a charge for  in-process
research and development at SRS.

                                        4
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     This Quarterly Report on Form 10-Q contains forward-looking statements that
involve a number of risks and uncertainties.  When used in this Quarterly Report
on Form 10-Q the words  "believes",  "anticipated"  and similar  expressions are
intended to identify forward-looking  statements.  There are a number of factors
that could cause the Company's  actual results to differ  materially  from those
forecasted  or  projected  in  such  forward-looking  statements.   Readers  are
cautioned not to place undue reliance on these forward-looking  statements which
speak only as of the date  hereof.  The Company  undertakes  no  obligations  to
publicly  release  the  result  of  any  revisions  to  these  forward-  looking
statements which may be made to reflect events or  circumstances  after the date
hereof or to reflect the occurrence of unanticipated events.

     Results of Operations Three Months Ended September 30, 1997 (FY98) Compared
to Three Months Ended  September 30, 1996 (FY97) Net Sales.  

     Net sales increased 23.0 % to $195.2 million in the quarter ended September
30,  1997 (FY98) from $158.7  million in the quarter  ended  September  30, 1996
(FY97)  primarily  due to growth from the  acquisitions  of USS and Custom Trim.
These  two  acquisitions   account  for  approximately   $61.5  million  of  the
year-over-year  sales growth.  The increase was partially offset by a decline in
sales of Gallino  and MOMO  products  and a  continuing  decline in sales of the
Company's EMS sensor and all-mechanical airbag system products.

     EMS sensor sales  decreased  38.5 % to $28.5  million in the quarter  ended
September 30, 1997 (FY98) from $46.4 million in the quarter ended  September 30,
1996 (FY97) as major customers  continue the shift to electronic sensors sourced
internally.  This  decline is  partially  offset by an  increase  in the sale of
auxiliary and safing sensors, which are components in electronic sensor systems.
Sales of these  sensor  products  increased  by $1.7 million from fiscal 1997 to
fiscal 1998.

     Inflator and module sales  decreased 36.7 % to $13.9 million in the quarter
ended  September  30,  1997  (FY98)  from  $21.9  million in the  quarter  ended
September 30, 1996 (FY97) primarily due to a planned phase-out of all-mechanical
airbag systems at Fiat and Chrysler.

     Cost of Sales.  Cost of sales  increased  43.1 % to $166.9  million  in the
quarter ended September 30, 1997 (FY98) from $116.6 million in the quarter ended
September  30, 1996 (FY97).  The  increase  primarily  reflects  the  additional
production  costs  resulting from the  acquisitions  of USS and Custom Trim made
during fiscal 1997.  In addition,  the Company has incurred  approximately  $1.7
million  related  to  the  closing  of  two  operations   acquired  in  the  USS
acquisition.

     Gross  Profit.  Consolidated  gross  profit  as a  percentage  of net sales
decreased to 14.5 % for the quarter ended  September 30, 1997 (FY98) from 26.5 %
for the quarter ended  September 30, 1996 (FY97)  reflecting the declining sales
of high-margin EMS sensors and a higher  percentage of net sales being generated
from lower margin products acquired in recent  acquisitions,  primarily steering
wheels and plastic components.

     Selling,  General and Administrative  Expenses.  Selling and administrative
expenses  increased  4.9% to $16.2 million for the quarter  ended  September 30,
1997 (FY98) from $15.5 million for the quarter  ended  September 30, 1996 (FY97)
primarily  reflecting  costs  associated  with  the  acquired  businesses  ($1.5
million),  partially offset by some reductions in selling and marketing expenses
associated with the existing business.

     Engineering,  Research and  Development  ("R&D")  Expenses.  R & D expenses
increased 11.4 % to $8.9 million for the quarter ended September 30, 1997 (FY98)
from $ 8.0 million for the quarter ended  September  30, 1996 (FY97)  reflecting
costs associated with the acquired businesses ($ 0.7 million) and an increase in
spending  for new product  development  in the  existing  businesses,  primarily
electronic sensing and intelligent systems technology.

                                        5
<PAGE>


     Interest  Expense.  Interest  expense  increased  to $8.1  million  for the
quarter ended  September 30, 1997 (FY98) from $4.2 million for the quarter ended
September  30,  1996  (FY97)  reflecting  the  borrowings  used to  finance  the
acquisitions and working capital requirements.

     Income Taxes.  The higher effective tax rate of 46.8% for the quarter ended
September 30, 1997 (FY98)  compared to 40.3% for the quarter ended September 30,
1996 (FY97) is primarily  due to the absence of a current tax benefit for losses
of certain foreign entities.


Liquidity and Capital Resources

 
     Cash provided  from  operations  for the quarter  ended  September 30, 1997
(FY98) was a deficit of $8 million primarily  attributable to the net loss of $4
million and changes in working capital items.  The Company had a working capital
deficit of $ (44.4) million at September 30, 1997, compared to a working capital
deficit of $ (47.2) million at June 30, 1997. The lower working  capital deficit
is attributable to lower levels of accounts  receivable  relating to lower sales
volume typical of the first quarter.

     In the first quarter of FY98, the Company  invested $7 million in property,
plant  and  equipment  to expand  capacity  and tool new  products.  Investments
continue  to be  made  in  new  equipment  throughout  the  Company  to  support
productivity  improvements,  cost  reduction  programs,  and to add capacity for
existing and new  products.  Working  capital  needs  included  higher levels of
accounts  receivable  relating to higher sales volume,  and increased  inventory
levels to support sales growth and to maintain  service  levels during  facility
relocations undertaken as part of the Company's restructuring actions.

     On October 30, 1997,  Siemens made a $115 million equity  investment in the
Company and  acquired  4,883,227  Series A  Preference  Shares.  Proceeds of the
Siemens Investment were used to fund a portion of the SRS Acquisition.

     The Company recently entered into a Credit Facility with NationsBank, which
provided the Company with up to $900  million to fund the SRS  Acquisition  (see
Item 6(b)), refinance existing  indebtedness,  pay transaction costs and provide
ongoing working capital  availability.  The NationsBank Credit Facility consists
of a  366-day  revolving  credit  facility  providing  up  to  $300  million  of
availability,  including  a $25  million  sublimit  for the  issuance of standby
letters of credit and a $75 million sublimit for multi-currency  borrowings, and
a 366-day $600 million term loan.  Concurrently  with the SRS  Acquisition,  the
Company  borrowed $800 million under the NationsBank  Credit  Facility,  leaving
$100 million of available borrowings.

     If the  Company  successfully  completes  the sale of the $250  million  of
convertible   trust  preferred   securities  as  discussed  in  Note  3  to  the
Consolidated  Condensed  Financial  Statements,  it will use the net proceeds to
retire the $200 million of Series B Preferred  Stock and use the  remainder  for
working capital.

                                     PART II
                                OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits - None

     (b)  Reports on Form 8-K - The Company  will file Form 8-K on November  14,
1997 to report that on October 30, 1997, the Company consummated the acquisition
of certain  assets and the  assumption  of certain  liabilities  of the  "Safety
Restraints  Systems"  business  unit  of  AlliedSignal,  Inc.  and  100%  of the
outstanding    shares   of    capital    stock   of   ICSRD    Rueckhaltesysteme
Fahrzeugsicherheit GmbH, a German company,

                                        6
<PAGE>
    
     BSRD Limited, an English company, AlliedSignal India, Inc., a Delaware BSRD
Limited,  an English  company,  AlliedSignal  India,  Inc., a Delaware  company,
Sistemas  AlliedSignal  de  Seguridad,  S.A.  de C.V.,  a Mexican  company,  and
AlliedSignal Cinturones de Seguridad, S.A. de C.V., a Mexican company.

 
                                   SIGNATURES

     Pursuant to the  requirements  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.

                            Breed Technologies, Inc.
                                  (Registrant)



November 14, 1997

                                          By:   /s/ Frank J. Gnisci      
                                                Frank J. Gnisci
                                                Executive Vice President and
                                                Chief Financial Officer


                                        7