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                      SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549


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                                   FORM 8-K

                                CURRENT REPORT 
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):   SEPTEMBER 21, 1998 


                           BREED Technologies, Inc.
                        ------------------------------
            (Exact name of registrant as specified in its charter)

       Delaware                     1-11474                      22-2767188
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(State of incorporation)     (Commission File Number)         (IRS Employer 
                                                            Identification  No.)



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




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



         -------------------------------------------------------------
         (Former name or former address, if changed since last report) 



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Item 5. Other Events

    On September 21, 1998, BREED Technologies, Inc. announced that as a result 
of discussions with the Staff of the Securities and Exchange Commission, the 
Company will restate its financial statements for the second quarter ended 
December 31, 1997 and the third quarter ended March 31, 1998. The restatements 
will not have a material adverse effect on the previously reported results of 
operations.

    The Company recorded repositioning the other special charges totaling $349.9
million in the second quarter ended December 31, 1997. Applying an accounting
methodology consistent with the Staff's views, the Company's restatements will
reflect an increase in total recorded non-cash charges of $15.5 million or 4.4%
to $365.4 million from $349.9 million previously recorded. The charges recorded
in the second quarter ended December 31, 1997, included, among other things, a
$77.6 million write-down of goodwill and a $62.9 million write-down of other
long-lived assets relating to impaired production and other equipment and the
writeoff of assets used to manufacture products being replaced by new
technologies. The revised write-down of goodwill eliminates the previously
reported write-down of goodwill relating to Custom Trim and two other
subsidiaries and increases the previously reported write-down of goodwill
relating to USS, resulting in a net increase in the total write-down of goodwill
of $4.3 million. The company will also increase its previously reported write-
down of long-lived assets of USS by $11.2 million.

     In summary, the previously reported goodwill write-down will increase from 
$77.6 million to $81.9 million and the previously reported write-down for long-
lived assets will increase from $62.9 million to $74.1 million. As a result of
the restatements, operating income in future periods will increase approximately
$0.7 million per quarter due to lower depreciation and amortization expense.

     The press release included certain statements regarding, among other 
things, the amounts and expected effect of the restatement of repositioning and 
other special charges, which constitute foward-looking statements within the 
meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. 
Such statements are subject to certain risks and uncertainties, including the 
risk that the assumptions underlying the Company's cash flow analysis relating 
to the restated repositioning and other special charges are inaccurate. Such
risks and uncertainties could cause actual results to differ materially from
those projected. The Company's management believes these foward-looking
statements are reasonable based on current expectations; however, undue reliance
should not be placed on such forward-looking statements.

     Headquartered in Lakeland, Florida, the Company is the world's third
largest supplier of complete automotive occupant restraint systems. The Company
supports its growing list of automotive customers with advanced engineering,
testing and manufacturing facilities located in 13 countries around the world.

    A complete copy of the press release is attached hereto as Exhibit 99.1.

Item 7. Financial Statements and Exhibits

   (c)  Exhibits

        99.1    Text of Press Release of BREED Technologies, Inc. dated 
September 21, 1998.

 
                                  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 hereunto duly authorized.


Date:  September 21, 1998


                                        BREED TECHNOLOGIES, INC.


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










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                              INDEX TO EXHIBITS 


EXHIBIT NUMBER AND DESCRIPTION                                           PAGE
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99.1    Text of Press Release for BREED Technologies, Inc. 
        dated September 21, 1998.......................................   5



















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