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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: December 31, 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 January 24, 1997,  31,661,714  shares of the registrant's  common
stock, par value $.01 per share, were outstanding.


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


<PAGE>









                                    INDEX


PART I.           FINANCIAL INFORMATION                                     Page


Item 1.  Financial Statements

                  Consolidated Condensed Balance Sheets - December 31, 1996
                      (Unaudited)and June 30, 1996 ........................... 1

                  Consolidated Condensed Statements of Earnings (Unaudited)
                      Three and six months ended December 31, 1996 and 1995 .. 2

                  Consolidated Condensed Statements of Cash Flows (Unaudited)
                      Six months ended December 31, 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 4. Submission of Matters to a Vote of Security Holders............        6

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

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




                                                       

<PAGE>



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

In thousands

                                           December 31,               June 30,
                                                   1996                   1996
                                                                    
                                                                      
ASSETS
Current Assets
Cash and cash equivalents                      $ 30,169               $ 95,830
Accounts receivable                             171,327                110,656
Inventories                                      87,294                 52,890

Prepaid expenses                                 19,848                  7,247
                                              ---------              ---------
Total Current Assets                            308,638                266,623

Net property, plant and equipment               349,901                171,653

Intangibles                                     131,997                 45,053

Investments and other assets                     12,450                 20,473
                                               ---------              ---------
Total Assets                                   $802,986               $503,802
                                               =========              =========


LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-term borrowings                          $195,339               $120,688
Accounts payable                                106,526                 33,940
Accrued expenses                                 57,660                 21,824
                                              ---------              ---------
Total Current Liabilities                       359,525                176,452

Long-term debt                                  131,433                 42,123

Other long-term liabilities                      30,010                 10,147
                                              ---------              ---------
Total Liabilities                               520,968                228,722
                                              ---------              ---------

Stockholders' Equity
Common stock                                        316                    316
Additional paid-in capital                       77,303                 76,652
Retained earnings                               208,547                201,981
Other                                            (4,148)                (3,869)
                                              ---------            -----------
                                          
Total Stockholders' Equity                      282,018                275,080
                                              ---------              ---------

Total Liabilities and Stockholders' Equity     $802,986               $503,802
                                              =========              =========

See Notes to Consolidated Condensed Financial Statements.







                                                        

<PAGE>



Consolidated  Condensed  Statements of Earnings (Unaudited) Three and six months
ended December 31, 1996 and 1995

In thousands, except earnings per share



<TABLE>




                                                   Three Months Ended               Six Months Ended
                                                      December 31,                    December 31,
                                                ------------------------        -------------------------
                                                       1996         1995              1996           1995
<S>                                             <C>           <C>               <C>            <C>
Net sales                                       $ 182,567     $ 105,655         $ 341,238      $  198,256

Cost of sales                                       145,877       62,811           262,454        120,548
                                                -----------   ----------        ----------     ----------

Gross profit                                         36,690       42,844            78,784         77,708
                                                -----------   ----------        ----------     ----------

    Operating expenses
    Selling, general and administrative expenses     16,718        9,638            32,183         18,998
    Research and development expenses                 9,846        5,942            17,819         11,594
    Amortization of intangibles                         796          410             2,078            816
                                                -----------   ----------        ----------     ----------
    Total operating expenses                         27,360       15,990            52,080         31,408
                                                -----------   ----------        ----------     ----------

Operating income                                      9,330       26,854            26,704         46,300

Other income (expense), net                         (4,380)        1,688           (8,608)          2,843
                                                -----------   ----------        ----------     ----------
Earnings before income taxes                          4,950       28,542            18,096         49,143

Income taxes                                          1,800       10,700             7,100         18,700
                                                -----------   ----------        ----------     ----------

Net earnings                                    $     3,150     $ 17,842         $  10,996      $  30,443
                                                ===========   ==========        ==========     ==========

Earnings per share                              $       .10     $    .57         $     .35      $     .97
                                                ===========   ==========        ==========     ==========

Average shares outstanding                           31,640       31,531            31,634         31,522
                                                ===========   ==========        ==========     ==========




<CAPTION>

See Notes to Consolidated Condensed Financial Statements.


</TABLE>
                                                        

<PAGE>



Consolidated Condensed Statements of Cash Flows (Unaudited)
Six months ended December 31, 1996 and 1995
In thousands
<TABLE>


                                                                          1996                 1995
                                                                       ------------         -----------
<S>                                                                   <C>                   <C>
Cash Flows from Operating Activities                                                     
Net earnings                                                          $     10,996          $    30,443
Adjustments to reconcile net earnings to net cash
provided by operating activities:
   Depreciation and amortization                                             21,532               9,197
   Changes in working capital items                                          56,290             (26,103)
   Other                                                                   (16,466)                (567)
                                                                      -------------         -----------
Net cash provided by operating activities                                    72,352              12,970
                                                                      -------------         -----------

Cash Flows from Investing Activities
Cost of acquisition, net of cash acquired                                 (211,033)                 ---
Purchases of property, plant and equipment                                 (41,679)             (19,879)
Sales of short-term investments, net                                            ---               5,554
                                                                      -------------         -----------
Net cash used in investing activities                                     (252,712)             (14,325)
                                                                      -------------         -----------

Cash Flows from Financing Activities
Dividends paid                                                               (4,430)             (3,152)
Proceeds from (repayments of) debt, net                                     118,951              (2,366)
Stock options exercised                                                         651                 408
                                                                      -------------         -----------
Net cash provided by (used in) financing activities                         115,172              (5,110)
                                                                      -------------         -----------

Effect of exchange rate changes on cash                                        (473)               (822)
                                                                      -------------         -----------

Net decrease in cash and cash equivalents                                   (65,661)             (7,287)
Cash and cash equivalents at beginning of period                             95,830              26,355
                                                                      -------------         -----------
Cash and cash equivalents at end of period                            $      30,169        $     19,068
                                                                      =============         ===========

Cost of Acquisition:
Working capital, net of cash acquired                                 $     (44,239)         $      ---
Property, plant and equipment                                              (151,234)                ---
Cost in excess of net assets acquired                                       (72,914)                ---
Investments and other assets                                                (18,994)                ---
Long-term debt                                                               33,910                 ---
Other long-term liabilities                                                  42,438                 ---
                                                                      -------------         -----------
Net cost of acquisition                                                $   (211,033)          $     ---
                                                                      =============         ===========



<CAPTION>

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 December 31, 1996,  and all
periods presented have been included in the accompanying  consolidated condensed
financial  statements.  Operating  results for the six months ended December 31,
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.

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 and a $13 million post-closing purchase price adjustment
to be paid in February.  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.

For both  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:


                                  December 31,                  June 30,
                                         1996                       1996
                           ------------------                  ---------



Finished Goods                        $35,792                    $19,439
Work-in-process                        21,130                     14,417
Raw Materials                          30,372                     19,034
                                -------------                -----------
Total                                 $87,294                    $52,890
                                =============                ===========

Note 4 - Borrowings
On October 25, 1996, the Company  increased its line of credit from $200 million
to $260 million in order to finance the acquisition of USS (see Note 2).


                                                         

<PAGE>



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

Results of Operations (Second Quarter FY97)
Three  Months  Ended  December  31, 1996 (FY97)  Compared to Three  Months Ended
December  31,  1995  (FY96) Net sales  increased  approximately  $77 million due
principally  to the results of the  Gallino,  MOMO and United  Steering  Systems
acquisitions.  Sales for these operations amounted to approximately $100 million
and were comprised of steering wheels, alloy wheels,  instrument panels, bumpers
and other  plastic trim  components.  Electromechanical  sensor sales  decreased
approximately  $18 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 41% to 20%. Gross profit on
sales of products related to the new acquisitions are  significantly  lower as a
percent  of  sales  compared  to  margins  on  the  Company's  sensor  products.
Additionally,  plant  consolidation costs and costs associated with the start-up
of certain new inflator products 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.

Other  income  (expense),  net  decreased  primarily  due to an  increase in net
interest  expense of $6  million.  Approximately  $4 million  was  incurred as a
result of  borrowings  used to  purchase  the new  acquisitions.  The  remaining
interest  expense  is  primarily  related  to  the  existing  debt  of  the  new
acquisitions. Additionally, royalty income decreased by $1,000,000.

Six Months Ended December 31, 1996 (FY97)  Compared to Six Months Ended December
31, 1995 (FY96) Net sales increased  approximately  $143 million due principally
to the results of the Gallino,  MOMO and United Steering  Systems  acquisitions.
Sales for these  operations  amounted  to  approximately  $163  million and were
comprised of steering wheels, alloy wheels, instrument panels, bumpers and other
plastic  trim   components.   Electro-   mechanical   sensor   sales   decreased
approximately  $25 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 39% to 23%. Gross profit on
sales of products related to the new acquisitions are  significantly  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.

Other  income  (expense),  net  decreased  primarily  due to an  increase in net
interest  expense of $10.2 million.  Approximately  $6 million was incurred as a
result of  borrowings  used to  purchase  the new  acquisitions.  The  remaining
interest  expense  is  primarily  related  to  the  existing  debt  of  the  new
acquisitions. Additionally, royalty income decreased by $2 million.

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 $72  million  for the six  months  ended
December 31, 1996.




                                                             

<PAGE>



The Company has relationships with domestic  commercial banks that have provided
$260 million  under a credit  agreement,  expiring  through  December  1998,  to
finance  fluctuations  in working capital and  acquisitions.  As of December 31,
1996, $12 million was available for borrowing under the facilities.  The Company
intends to restructure its worldwide credit  facilities prior to March 31, 1997.
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.

In January  the  Company  announced  its intent to acquire  Custom Trim Group of
Companies.  Custom Trim is the industry's  primary  supplier of  leather-wrapped
steering wheels.  In order to finance the acquisition the Company will obtain an
increase in its line of credit.

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.

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.


                                     PART II
                                OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders
At the Company's  Annual Meeting of Stockholders  held on November 20, 1996, the
following proposal was adopted by the votes specified below:


<TABLE>
<S>                                                     <C>            <C>            <C>             <C>           <C>   
                                                                                                                    Broker
Proposal                                                    For         Against       Withheld        Abstain       Nonvotes (1)
                                                            ---         -------       --------        -------       --------
Election of Directors:
    Allen K. Breed                                    29,222,966              --       109,057             --              --
    Johnnie Breed                                     29,222,981              --       109,042             --              --
    Peter A. Lewis                                    29,225,183              --       106,840             --              --
    Larry W.  McCurdy                                 30,226,348              --       105,675             --              --
    Daniel M. Edelman                                 29,224,631              --       107,392             --              --
An increase in the number of shares of Common Stock 
available for issuance underthe 1992 Director Stock
Option Plan from 50,000 to 100,000 shares             28,876,586        373,022             --         82,415              --

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


(1)    Votes counted for determining whether a quorum existed at the meeting, as
       to which the broker or other  nominee  holder was not  authorized  by the
       beneficial  owner  to  cast a vote on this  particular  proposal  but was
       authorized to cast (and did cast) a vote on at least one other proposal.

</TABLE>
                                                                      

<PAGE>




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  November  9,
              1996 to report that on October 25, 1996,  the Company  consummated
              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 capital
              stock of  United  Technologies  Automotive  Clifford  Limited,  an
              English 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)






February 14, 1997

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