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): February 25, 1997



                         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 February 25, 1997, BREED Technologies,  Inc., (the "Company") consummated the
acquisition of the stock of BTI  Investments,  Inc.,  ("BTI") a holding  company
which owns the Custom Trim Group of Companies. The acquisition was made pursuant
to the Stock Purchase Agreement, dated as of January 3, 1997 between the Company
and BTI.

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.



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

The  acquisition  of BTI does not meet the required  significance  tests for the
filing of audited financial statements and pro forma financial information.

Exhibits.         Stock Purchase Agreement dated January 3, 1997, as amended
                  February 25, 1997 between BREED Technologies, Inc. and BTI
                  Investments, 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:    March 5, 1997                    BREED Technologies, Inc.
                                          By:  /s/ Edward H. McFadden
                                               Edward H. McFadden
                                               Executive Vice President and
                                               Chief Financial Officer