SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC 20549

                                     FORM 8-K

                                  CURRENT REPORT
  Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

     Date of Report (Date of Earliest Event Reported): October 25, 1996



                            BREED Technologies, Inc.
               (Exact Name of Registrant as Specified in its Charter)



        DELAWARE                      1-11474                       22-2767118
(State or Other Jurisdiction     (Commission File                 (IRS Employee
     of Incorporation)               Number)                 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)

















Item 2. Acquisition or Disposition of Assets

On October 25,  1996,  BREED  Technologies,  Inc., a Delaware  corporation  (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.  The acquisition
was made pursuant to the Amended and Restated  Purchase  Agreement,  dated as of
October 25, 1996,  among UT Automotive,  Inc.,  United  Technologies  Automotive
Systems,  Inc., United  Technologies  Automotive Systems de Mexico A.A. de C.V.,
IPCO, Inc. and BREED Technologies, Inc.

The purchase  price cash  consideration  of $140.5 million  included  payment of
$17.4 million of Clifford  intercompany  financing.  Any difference  between the
closing date net working  capital and interim net working  capital,  as defined,
will result in a post-closing purchase price adjustment.

The funds used by the  Company to pay the  purchase  price  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
located in Grabill, Indiana; Niles, Michigan; Monterrey, Mexico; and Birmingham,
England. USS has annual revenues of approximately $150 million.



Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

FinancialStatements of Businesses Acquired.  It is impracticable for the Company
         to provide the  financial  statements of USS required by this Item 7(a)
         at the  time of  filing  this  report  of Form  8-K,  and  none of such
         financial  statements are available at such time. The Company will file
         the financial  statements of USS as soon as practicable,  but not later
         than 60 days after November 9, 1996.

Pro      Forma Financial  Information.  It is  impracticable  for the Company to
         provide the pro forma financial information relative to USS required by
         this Item 7(b) at the time of  filing of this  report on Form 8-K,  and
         none of such pro forma financial information is available at such time.
         Accordingly,  in accordance  with Item 7(b)(2) of Form 8-K, the Company
         will file the required pro forma financial  information relative to USS
         in an amendment  to this report on Form 8-K as soon as is  practicable,
         but not later than 60 days after November 9, 1996.

Exhibits.  Amended and Restated Purchase Agreement, dated as of October 25, 1996
, among UT Automotive, Inc., United Technologies Automotive Systems, Inc.,
United Technologies Automotive Systems de Mexico A.A. de C.V., IPCO, Inc. and
BREED Technologies, Inc.











                                                    Signatures


Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


Date:    November 7, 1996                               BREED Technologies, Inc.
                                                        By:
                                                        /s/Edward H. McFadden
                                                        Edward H. McFadden
                                                        Executive Vice President
                                                        and Chief Financial
                                                        Officer