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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:  September 30, 1996
                                      or

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

                         Commission File No.  1-11474

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                            --------------------
                          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 November 1, 1996,  31,627,965  shares of the registrant's  common
stock, par value $.01 per share, were outstanding.


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


<PAGE>









                                      INDEX


PART I.           FINANCIAL INFORMATION  
                                     
Item 1.  Financial Statements

         Consolidated Condensed Balance Sheets (Unaudited)-
         September 30, 1996 and June 30, 1996........................1

         Consolidated Condensed Statements of Earnings (Unaudited)-
         Three months ended September 30, 1996 and 1995 .............2

         Consolidated Condensed Statements of Cash Flows (Unaudited)-
         Three months ended September 30, 1996 and 1995..............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 ..........................................................6






<PAGE>



Consolidated Condensed Balance Sheets (Unaudited)
September 30, 1996 and June 30, 1996

In thousands

                                    September 30,1996              June 30, 1996


ASSETS
Current Assets
Cash and cash equivalents                   $    11,636               $   95,830
Accounts receivable                             171,097                  110,656
Inventories                                      83,831                   52,890

Prepaid expenses                                 22,424                    7,247
                                            -----------             ------------
Total Current Assets                            288,988                  266,623

Net property, plant and equipment               303,577                  171,653

Intangibles                                      44,739                   45,053

Investments and other assets                     13,964                   20,473
                                            -----------             ------------
Total Assets                                $   651,268               $  503,802
                                            ===========             ============


LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-term borrowings                        $  112,121               $  120,688
Accounts payable                                107,631                   33,940
Accrued expenses                                 36,811                   21,824
                                            -----------             ------------
Total Current Liabilities                       256,563                  176,452

Long-term debt                                   82,318                   42,123
Other long-term liabilities                      31,524                   10,147
                                            -----------             ------------
Total  Liabilities                              370,405                  228,722
                                            -----------             ------------

Stockholders' Equity
Common stock                                        316                      316
Additional paid-in capital                       76,668                   76,652
Retained earnings                               207,613                  201,981
Other                                           (3,734)                  (3,869)
                                            -----------             ------------
Total Stockholders' Equity                      280,863                  275,080
                                           ------------             ------------
Total Liabilities and Stockholders' Equity   $  651,268               $  503,802
                                            ===========             ============

See Notes to Consolidated Financial Statements.






                                                        

<PAGE>



Consolidated  Condensed  Statements of Earnings  (Unaudited)
Three months ended September 30, 1996 and 1995

In thousands, except earnings per share




                                                  1996                     1995
                                                  -----                    -----
Net sales                                   $     158,671           $     92,601

Cost of sales                                     117,023                 57,737
                                             ------------            -----------

Gross profit                                       41,648                 34,864
                                             ------------            -----------

Selling, general and administrative expenses       15,465                  9,360
Research and development expenses                   7,973                  5,651
                                              -----------            -----------
Total Operating Expenses                           23,438                 15,011
                                             ------------            -----------

Operating income                                   18,210                 19,853
Other income (expense), net                        (5,064)                   748
                                             ------------            -----------
Earnings before income taxes                       13,146                 20,601

Income taxes                                        5,300                  8,000
                                             ------------            -----------

Net earnings                                 $      7,846            $    12,601
                                             ============            ===========

Earnings per share                           $        .25            $       .40
                                             ============            ===========

Average shares outstanding                         31,628                 31,514
                                             ============            ===========




See Notes to Consolidated Financial Statements.


                                                       

<PAGE>


<TABLE>

Consolidated Condensed Statements of Cash Flows (Unaudited)
Three months ended September 30, 1996 and 1995

In thousands

                                                                               
        1996            1995
<S>                                                                            
  <C>              <C>   
                                                                               
  -----------      ----------
Cash Flows from Operating Activities
Net earnings                                                                   
  $     7,846      $   12,601
Adjustments to reconcile net earnings to net cash
provided by operating activities:
   Depreciation and amortization                                               
       10,283           3,958
   Changes in working capital items                                            
       11,707          (9,659)
   Change in other assets and other long-term liabilities                      
        1,158             337
                                                                               
  -----------      ----------
   Net cash provided by operating activities                                   
       30,994           7,237
                                                                               
  -----------      ----------

Cash Flows from Investing Activities
Cost of acquisition, net of cash acquired                                      
      (77,142)            ---
Purchases of property, plant and equipment                                     
      (22,480)        (12,965)
Sales of short-term investments, net                                           
          ---           1,269
                                                                               
  -----------      ----------
Net cash used in investing activities                                          
      (99,622)        (11,696)
                                                                               
  -----------      ----------

Cash Flows from Financing Activities
Dividends paid                                                                 
       (2,214)         (1,576)
(Repayments) proceeds of debt, net                                             
      (13,382)            303
Stock options exercised                                                        
           16              75
                                                                               
  -----------      ----------
Net cash used in financing activities                                          
      (15,580)         (1,198)
                                                                               
  -----------      ----------

Effect of exchange rate changes on cash                                        
           14            (824)
                                                                               
  -----------      ----------

Net decrease in cash and cash equivalents                                      
      (84,194)         (6,481)
Cash and cash equivalents at beginning of period                               
       95,830          26,355
                                                                               
  -----------      ----------
Cash and cash equivalents at end of period                                     
  $    11,636      $   19,874
                                                                               
  ===========      ==========

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 Financial Statements.


                                                         

<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, 1996,  and all
periods presented have been included in the accompanying  consolidated financial
statements. Operating results for the three months ended September 30, 1996, 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.

Note 3 - Inventories
   The components of inventory (in thousands) consist of the following:




                                         September 30,                  June 30,
                                                  1996                      1996

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

Finished Goods                               $  32,049                 $  19,439
Work-in-process                                 19,997                    14,417
Raw Materials                                   31,785                    19,034
                                         -------------             -------------
Total                                        $  83,831                 $  52,890
                                         =============             =============




                                                         

<PAGE>



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

Results of Operations
Three Months Ended September 30, 1996 (FY97) Compared to Three Months Ended
September 30, 1995(FY96)
       The  increase  in sales was due to the results of the  recently  acquired
operations in Italy,  specifically  Gallino Plasturgia S.r.l. and affiliates,  a
manufacturer of steering wheels,  instrument  panels,  bumpers and other plastic
trim components; MOMO S.p.A., a manufacturer of luxury steering wheels and alloy
wheels;   and  Italtest  S.r.l.,  a  manufacturer  of  printed  circuit  boards.
Additionally,  the increase in sales of complete  airbag systems was offset by a
decrease in sales of sensors.

       The increase in gross profit was due to the increased sales.  However, as
a percent of sales gross profit  decreased from 37.6% to 26.2%. The decrease was
due principally to lower margins realized by the acquired  companies,  the start
up of new manufacturing facilities,  costs associated with consolidation efforts
and to a lesser extent by the lower margins  realized on complete airbag systems
compared to sensor products.

       Operating  expenses  increased  primarily as a result of the acquisitions
and to increased R&D spending.  The Company's significant R&D activities include
non-azide/reduced  sized inflator  development,  electronic  sensing  (including
occupant, weight and horn) and side impact technology.

       Other  income  (expense),   net  decreased   primarily  as  a  result  of
acquisition  related interest and amortization  costs.  Interest from borrowings
used  to  fund  acquisitions  and  goodwill  amortization  related  to  the  new
acquisitions amounted to $2,500,000.  Additionally,  royalty income decreased by
$1,300,000.  The  effective  income  tax  rate  increased  from  38.8%  to 40.3%
primarily due to the higher tax rates in foreign operations.

Liquidity and Capital Resources
       The Company's  financial position continues to be solid.  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 $31 million for the three months ended  September 30,
1996.

       The Company has  relationships  with domestic  commercial banks that have
provided $200 million under a credit agreement,  expiring through December 1998,
to finance fluctuations in working capital and acquisitions. As of September 30,
1996, $85 million was available for borrowing under the facilities.  The Company
intends to restructure  its worldwide  credit  facilities  prior to December 31,
1996. Such  restructuring will most likely result in the refinancing of domestic
and international  debt with a combination of short-term  revolving credit lines
and  longer-term  debt  agreements.  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.

       On October 25, 1996 the  Company  acquired  the  steering  wheel  systems
operations  of United  Technologies  Automotive,  Inc.  for  approximately  $140
million in cash.  In order to finance the  acquisition  the Company  obtained an
increase in its line of credit from $200 million to $260 million.

       In 1997,  the Company plans to invest $85 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.

       Management  is not aware of any  adverse  trends  that  would  materially
affect  the   Company's   financial   position.   Should   suitable   investment
opportunities  or working  capital  needs  arise that would  require  additional
financing,  management  believes  that the  Company's  strong  balance sheet and
history of exceptional  earnings  provide a solid base for obtaining  additional
financial resources.


                                                            

<PAGE>




                                     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 July 16, 1996, to
            report that on July 1, 1996, the Company consummated the acquisition
            of certain assets and the assumption of certain liabilities from
            Gallino Componenti Plastici S.p.A., a stock company organized under
            the laws of Italy; 100% of the outstanding shares of capital stock
            of FAS, S.p.A. and Iron Sud S.p.A., stock companies organized under
            the laws of Italy; 51% of the capital shares of ARAS S.r.l., and
            100% of the capital shares of AG International S.r.l., AutoAvio
            S.r.l, and Advanced Plastic Company S.r.l., limited liability
            companies organized under the laws of Italy, and certain real
            property (collectively, "GCP") pursuant to a Master Agreement dated
            July 1, 1996, between IAO Industrie Riunite S.p.A., Gallino
            Componenti Plastici S.p.A., Carifin S.p.A., Macchi Arturo S.r.l.,
            Gruppo Plastico Industriale S.r.l., Emilio Cazzaniga, and the
            Company.  The aggregate purchase price for all shares and assets
            acquired in the purchase was approximately $131,000,000, comprised
            of cash of $79,000,000 and liabilities assumed of $52,000,000.


                                   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 10, 1996

                                               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>