Filed Pursuant to Rule 424(b)(3)
                                                     Registration No.: 333-48231
                                                                    333-48231-01

PROSPECTUS SUPPLEMENT NO. 2
(TO PROSPECTUS DATED MARCH 11, 1999)

                                 $250,000,000
                               BTI Capital Trust
            5,000,000 6.50% Convertible Trust Preferred Securities
       (Liquidation amount $50 per Convertible Trust Preferred Security)
Guaranteed to the Extend Set Forth Herein by, and Convertible into Common Stock 
                                      of,

                           Breed Technologies, Inc.
 
                                  -----------

      This Prospectus Supplement No. 2 supplements and amends the Prospectus 
dated March 11, 1999, as amended by Prospectus Supplement No. 1 dated April 16,
1999 (as amended, the "Prospectus"), relating to the 6.50% Convertible Trust
Preferred Securities of BTI Capital Trust (the "Preferred Securities") which
represent preferred undivided beneficial interests in the assets of BTI Capital
Trust, a statutory business trust created under the laws of the State of
Delaware, and the shares of common stock, par value $0.01 per share ("Common
Stock"), of Breed Technologies, Inc., a Delaware corporation, issuable upon
conversion of the Preferred Securities.

     The table on pages 58 through 60 of the Prospectus which sets forth 
information with respect to the Selling Holders (as defined in the Prospectus) 
and the respective number of Preferred Securities beneficially owned by each 
Selling Holder that may be offered pursuant to the Prospectus is hereby amended 
as follows:


The deletion on page 60 of the Prospectus of:
     "Any Other Holder of Preferred Securities or Future 
      Transferee from any such Holder....................................51,000"
and the substitution therefor of the following:
     "Prudential Securities..............................................50,000"
     "Any Other Holder of Preferred Securities or Future 
      Transferee from any such Holder....................................1,000"

     The Prospectus, together with this Prospectus Supplement No. 2, constitutes
the prospectus required to be delivered by Section 5(b) of the Securities Act of
1933 with respect to offers and sales of the Preferred Securities and Common 
Stock issuable upon conversion of the Preferred Securities.

THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES 
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION


 
         PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY 
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                                   --------

            The date of this Prospectus Supplement is May 6, 1999.