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                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: March 31, 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 April 18,  1997,  31,659,683  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 - March 31, 1997
    (Unaudited) and June 30, 1996 .............................................1

    Consolidated Condensed Statements of Earnings (Unaudited)
    Three and nine months ended March 31, 1997 and 1996........................2

    Consolidated Condensed Statements of Cash Flows (Unaudited)
    Nine months ended March 31, 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




<PAGE>



<TABLE>
<CAPTION>

Consolidated Condensed Balance Sheets (Unaudited)
March 31, 1997 and June 30, 1996

In thousands

                                                                     March 31,               June 30,
                                                                         1997                   1996
                                                                     --------                -------

<S>                                                                 <C>                      <C>

ASSETS
Current Assets
Cash and cash equivalents                                            $ 18,057               $ 95,830
Accounts receivable                                                   227,012                110,656
Inventories                                                            88,437                 52,890
Prepaid expenses                                                        7,119                  7,247
                                                                     ---------             ---------
Total Current Assets                                                  340,625                266,623

Net property, plant and equipment                                     359,772                171,653

Intangibles                                                           176,895                 45,053

Investments and other assets                                           20,621                 20,473
                                                                     ---------             ---------
Total Assets                                                         $897,913               $503,802
                                                                     =========             =========


LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-term borrowings                                                $288,290               $120,688
Accounts payable                                                      119,616                 33,940
Accrued expenses                                                       47,946                 21,824
                                                                     ---------             ---------
Total Current Liabilities                                             455,852                176,452

Long-term debt                                                        137,110                 42,123

Other long-term liabilities                                            30,197                 10,147
                                                                     ---------             ---------
Total Liabilities                                                     623,159                228,722
                                                                     ---------             ---------

Stockholders' Equity
Common stock                                                              317                    316
Additional paid-in capital                                             77,194                 76,652
Retained earnings                                                     207,827                201,981
Other                                                                 (10,584)                (3,869)
                                                                     ----------             --------

Total Stockholders' Equity                                            274,754                275,080
                                                                     ---------              ---------

Total Liabilities and Stockholders' Equity                           $897,913               $503,802
                                                                     =========              =========

See Notes to Consolidated Condensed Financial Statements.
</TABLE>









<PAGE>


<TABLE>
<CAPTION>

Consolidated  Condensed Statements of Earnings (Unaudited) Three and nine months
ended March 31, 1997 and 1996

In thousands, except earnings per share






                                                   Three Months Ended               Nine Months Ended
                                                       March 31,                        March 31,
                                                ------------------------        -------------------------
                                                    1997         1996              1997           1996
<S>                                             <C>           <C>               <C>            <C>

Net sales                                       $   209,409   $  103,927         $ 550,646     $  302,183

Cost of sales                                       171,454       68,086           433,908        188,635
                                                -----------   ----------        ----------     ----------

Gross profit                                         37,955       35,841           116,738        113,548
                                                -----------   ----------        ----------     ----------

Selling, general and administrative                  19,089        9,880            51,272         28,877
Research and development expenses                     9,498        5,744            27,317         17,338
Amortization of intangibles                           2,240          546             4,318          1,362
                                                -----------   ----------        ----------     ----------
Total operating expenses                             30,827       16,170            82,907         47,577
                                                -----------   ----------        ----------     ----------

Operating income                                      7,128       19,671            33,831         65,971

Interest income (expense), net                       (6,076)         106           (16,192)           228
Other income (expense), net                           1,449        3,815             2,958          6,536
                                                -----------   ----------        ----------     ----------

Earnings before income taxes                          2,501       23,592            20,597         72,735

Income taxes                                          1,000        8,700             8,100         27,400
                                                -----------   ----------        ----------     ----------

Net earnings                                    $     1,501     $ 14,892        $   12,497      $  45,335
                                                ===========   ==========        ==========     ==========

Earnings per share                              $       .05     $    .47        $      .40  $        1.44

                                                ===========   ==========        ==========     ==========

Average shares outstanding                           31,661       31,556            31,643         31,533
                                                ===========   ==========        ==========     ==========




See Notes to Consolidated Condensed Financial Statements.
</TABLE>




<PAGE>


<TABLE>
<CAPTION>

Consolidated Condensed Statements of Cash Flows (Unaudited)
Nine months ended March 31, 1997 and 1996
In thousands


                                                                          1997                 1996

                                                                      -------------         -----------
<S>                                                                   <C>                   <C>
Cash Flows from Operating Activities
Net earnings                                                          $      12,497          $   45,335
Adjustments to reconcile net earnings to net cash
provided by operating activities:
   Depreciation and amortization                                             34,063              13,792
   Changes in working capital items                                          14,029             (37,211)
   Other                                                                    (12,818)               (254)
                                                                      -------------         -----------
Net cash provided by operating activities                                    47,771              21,662
                                                                      -------------         -----------

Cash Flows from Investing Activities
Cost of acquisition, net of cash acquired                                  (266,997)               --- 
Purchases of property, plant and equipment                                  (61,396)            (32,400)
Sales of short-term investments, net                                            117               6,046
                                                                      -------------         -----------
Net cash used in investing activities                                     (328,276)             (26,354)
                                                                      -------------         -----------

Cash Flows from Financing Activities
Dividends paid                                                               (6,644)             (4,729)
Proceeds from (repayments of) debt, net                                     215,890              (1,386)
Stock options exercised                                                         542                 424
                                                                      -------------         -----------
Net cash provided by (used in) financing activities                         209,788              (5,691)
                                                                      -------------         -----------

Effect of exchange rate changes on cash                                      (7,056)             (1,116)
                                                                      -------------         -----------

Net decrease in cash and cash equivalents                                   (77,773)            (11,499)
Cash and cash equivalents at beginning of period                             95,830              26,355
                                                                      -------------         -----------
Cash and cash equivalents at end of period                            $      18,057        $     14,856
                                                                      =============         ===========

Cost of Acquisition:
Working capital, net of cash acquired                                 $     (40,738)         $     --- 
Property, plant and equipment                                              (162,936)               --- 
Cost in excess of net assets acquired                                      (121,061)               --- 
Investments and other assets                                                (19,119)               --- 
Long-term debt                                                               33,910                --- 
Other long-term liabilities                                                  42,947                --- 
                                                                      -------------         -----------
Net cost of acquisition                                                $   (266,997)          $    --- 
                                                                      =============         ===========




See Notes to Consolidated Condensed Financial Statements.
</TABLE>





<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 March 31,  1997,  and all
periods presented have been included in the accompanying  consolidated condensed
financial  statements.  Operating  results for the nine  months  ended March 31,
1997, are not necessarily indicative of the results that may be expected for the
year ending June 30,  1997.  Certain  amounts in the prior  year's  Consolidated
Condensed Financial  Statements have been reclassified to conform to the current
year's presentation.

Note 2 - Acquisition
On July 1, 1996, the Company  completed the  acquisition of Gallino  Plasturgia,
S.r.l.  and  affiliates  ("Gallino")  from  IAO  Industrie  Riunite  S.p.A.  The
aggregate  purchase price for all shares and assets  acquired was  approximately
$131 million,  comprised of cash of $79 million and  liabilities  assumed of $52
million. The acquisition, which was financed through borrowings on the Company's
revolving  credit  agreements,  will be  accounted  for as a  purchase.  Gallino
manufactures steering wheels,  instrument panels, bumpers and other plastic trim
components used in automotive  original equipment and aftermarket  applications.
Gallino has annual revenues of approximately $250 million.

On October 25, 1996, the Company completed the acquisition of certain assets and
the assumption of certain  liabilities of the "North  American  Steering  Wheels
Operation" of United  Technologies and 100% of the outstanding  shares of United
Technologies  Automotive Clifford Limited. The purchase price cash consideration
of  approximately  $153.5 million  included payment of $17.4 million of Clifford
intercompany  financing.  The funds used by the Company for the acquisition were
obtained from borrowings under the Company's  Revolving Credit  Agreements.  The
acquired  operations  which will be called United Steering  Systems,  Inc. (USS)
produces steering wheels,  airbag covers, horn pads and related molded products.
USS is located in Grabill, Indiana; Monterrey, Mexico; and Birmingham,  England.
USS has annual revenues of approximately $150 million.

On February 25, 1997, the Company  completed the acquisition of the stock of BTI
Investments,  Inc. ("BTI") a holding company which owns the Custom Trim group of
companies.  The  purchase  price was $70  million  in cash,  subject to any post
closing  audit  adjustments.  Additionally,  up to  $5,000,000  may be  paid  on
September  1, 2002,  contingent  upon BTI  attaining  certain  operating  profit
targets for each of the years subsequent to the acquisition date. The funds used
by the Company to acquire BTI were obtained from borrowings  under the Company's
Revolving Credit Agreements. The acquired operations which will be called Custom
Trim Ltd. produces leather-wrapped steering wheels, shift knobs and shift boots,
injection molded levers and  leather/vinyl  cloth sewing of armrests,  headrests
and seating.  Custom Trim has annual revenues of approximately  $100 million and
has manufacturing locations in Canada and Mexico.

For all acquisitions the purchase price adjustments have not been finalized. The
purchase price allocations are preliminary and subject to further adjustments.

Note 3 - Inventories
The components of inventory (in thousands) consist of the following:
                                     March 31,                  June 30,
                                         1997                       1996

Finished Goods                        $30,602                    $19,439
Work-in-process                        22,188                     14,417
Raw Materials                          35,647                     19,034
                                -------------                -----------
Total                                 $88,437                    $52,890
                                =============                ===========

Note 4 - Borrowings
On April 29,  1997,  the  Company  closed  on a $450  million  Revolving  Credit
Facility  consisting  of a $250  million  364-Day  Credit  Agreement  and a $200
million Five-Year Credit Agreement.  A portion of the proceeds from the facility
was used to retire the Company's former line of credit, which amounted to $345 
million at March 31, 1997.






<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  (Third  Quarter  FY97) Three Months Ended March 31,
1997  (FY97)  
Compared to Three  Months  Ended March 31, 1996 (FY96) Net sales  increased
approximately $105 million due principally to the results of the Gallino,  MOMO,
United Steering Systems and Custom Trim acquisitions. Sales for these operations
amounted to  approximately  $125 million and were comprised of steering  wheels,
alloy wheels,  instrument panels,  bumpers and other plastic and leather-wrapped
trim  components.  Electromechanical  sensor sales decreased  approximately  $14
million  due  primarily  to a loss of  volume  as a  major  customer  shifts  to
"in-house" electronic sensors.

As a percent of sales,  gross profit  decreased from 34% to 18%. Gross profit on
sales of  products  related  to the new  acquisitions  are lower as a percent of
sales compared to margins on the Company's sensor products.  Additionally, plant
consolidation costs contributed to the decrease in gross profit.

Operating  expenses  increased  primarily as a result of the acquisitions and to
increased R&D spending related to new product development for  non-azide/reduced
sized inflators,  electronic sensing (including  occupant,  weight and horn) and
side impact technology.

Net interest expense increased approximately $6 million primarily as a result of
borrowings used to purchase the new acquisitions and to the existing debt of the
new acquisitions.  The decrease in other income (expense), net was due primarily
to the decrease in royalty income.

Nine Months Ended March 31, 1997 (FY97) Compared to Nine Months Ended March
31, 1996 (FY96) 
Net sales  increased  approximately  $248  million due  principally  to the
results  of  the  Gallino,   MOMO,  United  Steering  Systems  and  Custom  Trim
acquisitions.  Sales for these operations amounted to approximately $285 million
and were comprised of steering wheels, alloy wheels,  instrument panels, bumpers
and other plastic and leather-wrapped trim components. Electro-mechanical sensor
sales decreased approximately $40 million due primarily to a loss of volume as a
major customer shifts to "in-house" electronic sensors.

As a percent of sales,  gross profit  decreased from 38% to 21%. Gross profit on
sales of  products  related  to the new  acquisitions  are lower as a percent of
sales  compared to margins on the Company's  sensor sales.  Additionally,  plant
consolidation costs contributed to the decrease in gross profit.

Operating  expenses  increased  primarily as a result of the acquisitions and to
increased R&D spending related to new product development for  non-azide/reduced
sized inflators,  electronic sensing (including  occupant,  weight and horn) and
side impact technology.

Net interest expense  increased  approximately $16 million primarily as a result
of borrowings used to purchase the new  acquisitions and to the existing debt of
the new  acquisitions.  The  decrease  in other  income  (expense),  net was due
primarily to the decrease in royalty income.

Liquidity and Capital Resources
Growth has been financed  through a combination of cash provided from operations
and debt  financing.  Cash  provided  from  operating  activities is the primary
source of liquidity  and amounted to $48 million for the nine months ended March
31, 1997.

On April 29,  1997,  the  Company  closed  on a $450  million  Revolving  Credit
Facility  consisting  of a $250  million  364-Day  Credit  Agreement  and a $200
million  Five-Year  Credit  Agreement.  A portion of the  proceeds  were used to
retire  the amount  outstanding  under the  Company's  former  Revolving  Credit
Facility  which  amounted  to $345  million  at March 31,  1997.  The Company's 
Revolving Credit Facility currently has approximately $100 million of unused    
borrowing capacity.  Management believes that the Company's current Revolving   
Credit Facility combined with cash expected to be generated from operations will
be adequate to cover the Company's normal capital and operational needs.        
Internally generated funds have been used primarily to finance capital          
expenditures, provide working capital, support research and development         
activities, and pay dividends.  Bank debt has been used to finance acquisitions 
since April 1996.


In 1997,  the  Company  plans to  invest  $75  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.


                                     PART II
                                OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

       (a)  Exhibits - None

       (b)    Reports on Form 8-K -The  Company  filed Form 8-K on March 5, 1997
              to report that on February 25, 1997, the Company  consummated  the
              acquisition  of the  stock of BTI  Investments,  Inc.,  a  holding
              company which owns the Custom Trim group of companies.




                                   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)






May 15, 1997

                                              By:   /s/ Edward H. McFadden
                                                    Edward H. McFadden
                                                    Executive Vice President and
                                                    Chief Financial Officer



                                              By:   /s/ Thomas F. Dugan
                                                    Thomas F. Dugan
                                                    Corporate Controller and
                                                    Chief Accounting Officer





<PAGE>