Exhibit 23.3


                          Independent Auditor's Report


         The Board of Directors and Stockholders
         BREED Technologies, Inc.:

         We have audited the consolidated statements of earnings,  stockholders'
         equity, and cash flows of BREED Technologies, Inc. and subsidiaries for
         the year ended June 30, 1995. These consolidated  financial  statements
         are the responsibility of the Company's management.  Our responsibility
         is to express an opinion  on these  consolidated  financial  statements
         based on our audit.

         We conducted our audit in accordance with generally  accepted  auditing
         standards.  Those standards  require that we plan and perform the audit
         to obtain reasonable  assurance about whether the financial  statements
         are free from material misstatement.  An audit includes examining, on a
         test basis,  evidence  supporting  the amounts and  disclosures  in the
         financial  statements.  An audit also includes assessing the accounting
         principles used and significant  estimates made by management,  as well
         as evaluating the overall financial statement presentation.  We believe
         that our audit provides a reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
         present fairly, in all material respects, the results of operations and
         cash flows of BREED  Technologies,  Inc. and  subsidiaries for the year
         ended June 30, 1995, in conformity with generally  accepted  accounting
         principles.

         As discussed in note 1 of the notes to the consolidated financial 
         statements,  BREED Technologies,  Inc.  adopted  provisions  of the
         Financial  Accounting Standards Board's Statement of Financial  
         Accounting Standards No. 109, Accounting for Income Taxes, as of July 
         1, 1993.


         /s/ KPMG Peat Marwick, LLP
         KPMG Peat Marwick LLP
         Tampa, Florida
         July 21,1995