As filed with the Securities and Exchange Commission
                               on February 26, 1997

                                                      Registration No. 33-_____


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

 BREED TECHNOLOGIES, INC.(Exact name of registrant as specified in its charter)

Delaware                                                              22-2767118
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                            Identification Number)

5300 Old Tampa Highway, Lakeland, Florida                                 33811
(Address of Principal Executive Offices)                              (Zip Code)

                        1992 EMPLOYEE STOCK PURCHASE PLAN
                             1992 STOCK OPTION PLAN
                            1994 STOCK INCENTIVE PLAN
                            (Full title of the Plans)

                           Charles J. Speranzella, Jr.
                            Breed Technologies, Inc.
                             5300 Old Tampa Highway
                             Lakeland, Florida 33811
                     (Name and Address of Agent For Service)

                               (941) 668-6000
         (Telephone Number, Including Area Code, of Agent for Service)


                CALCULATION OF REGISTRATION FEE

                            Proposed   Proposed
Title of                    Maximum    Maximum
Securities     Amount       Offering   Aggregate    Amount of
to be          to be        Price      Offering     Registration
Registered     Registered   Per Share  Price        Fee

Common Stock,  800,000      $22.562(2) $18,049,600(2)  $5,470
$.01 par       shares(1)
value
--------------------------------------------------------------------------------
(1)An aggregate of 800,000 shares are registered hereunder.  Such shares will be
offered by the  Registrant  pursuant to its 1992 Employee  Stock  Purchase Plan,
1992 Stock Option Plan or 1994 Stock Incentive Plan.

(2)Estimated  solely for the purpose of calculating  the  registration  fee, and
based upon the average of the reported  high and low prices of the  Registrant's
Common Stock on the New York Stock  Exchange on February 20, 1997 in  accordance
with Rules 457(c)and 457(h) of the Securities Act of 1933.



<PAGE>



       The shares registered hereby may be offered under the 1992 Employee Stock
Purchase  Plan,  1992 Stock  Option Plan or 1994 Stock  Incentive  Plan of Breed
Technologies,  Inc. (the "Registrant").  This Registration Statement also amends
the  Registrant's  Registration  Statements  on Form S-8  (File  Nos.  33-54988,
33-54990 and 33-73350  relating to the Registrant's 1992 Employee Stock Purchase
Plan and 1992 Stock  Option Plan to provide  that shares  registered  under such
Registration  Statements  may  be  issued  under  the  Registrant's  1994  Stock
Incentive Plan.

PART I.           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information  required by Part I of Form S-8 is included in documents sent or
given to  participants  in the 1992 Employee  Stock  Purchase  Plan,  1992 Stock
Option  Plan or 1994 Stock  Incentive  Plan of the  Registrant  pursuant to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

PART II.          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

The Registrant is subject to the  informational  and reporting  requirements  of
Sections 13(a), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"),  and  in  accordance  therewith  files  reports,   proxy
statements and other  information  with the  Securities and Exchange  Commission
(the  "Commission").   The  following  documents,   which  are  filed  with  the
Commission, are incorporated in this Registration Statement by reference:

(a) The  Registrant's  latest annual  report filed  pursuant to Section 13(a) or
15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule 424(b)
under the  Securities  Act that contains  audited  financial  statements for the
latest fiscal year for which such statements have been filed.

(b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the document  referred to in (a)
above.

(c) The description of the  Registrant's  Common Stock, par value $.01 per share
(the "Common  Stock"),  contained in a  registration  statement  filed under the
Exchange Act including any amendment or report filed for the purpose of updating
such description.

All documents  subsequently filed by the Registrant  pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a  post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  by  reference  herein and to be part  hereof  from the date of the
filing of such documents.

Item 4.           Description of Securities.

         Not applicable.

Item 5.           Interest of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

Section 145 ("Section 145") of the Delaware General Corporation Law, as amended,
provides a detailed statutory framework covering indemnification of officers and
directors  against  liabilities  and expenses  arising out of legal  proceedings
brought  against  them by reason  of their  being or having  been  directors  or
officers.  Section  145  generally  provides  that a  director  or  officer of a
corporation (i) shall be indemnified by the corporation for all expenses of such
legal  proceedings when he is successful on the merits,  (ii) may be indemnified
by the corporation for expenses, judgments, fines and amounts paid in settlement
of such proceedings (other than a derivative suit), even if he is not successful
on the merits, if he acted in good faith and in a manner he reasonably  believed
to be in or not opposed to the best  interests  of the  corporation,  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful,  and (iii) may be indemnified by the  corporation  for
the expenses of a derivative suit (a suit by a stockholder  alleging a breach by
a  director  or officer  of a duty owed to the  corporation),  even if he is not
successful  on the  merits,  if he  acted  in  good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation.  No indemnification may be made under clause (iii) above,  however,
if the director or officer is adjudged  liable for  negligence  or misconduct in
the  performance  of  his  duties  to  the  corporation,  unless  a  corporation
determines   that,   despite  such   adjudication,   but  in  view  of  all  the
circumstances, he is entitled to indemnification.  The indemnification described
in  clauses  (ii) and (iii)  above may be made  only upon a  determination  that
indemnification  is proper because the  applicable  standard of conduct has been
met. Such a determination may be made by a majority of a quorum of disinterested
directors,  independent legal counsel,  the stockholders or a court of competent
jurisdiction.

The  indemnification  of directors  and officers is provided for by Article 8 of
the Registrant's Second Restated  Certificate of Incorporation which provides in
substance that, to the fullest extent permitted by Delaware law as it now exists
or as amended, each director and officer shall be indemnified against reasonable
costs and expenses,  including attorney's fees, and any liabilities which he may
incur in connection with any action to which he may be made a party by reason of
his  being  or  having  been  a  director  or  officer  of the  Registrant.  The
indemnification  provided by the  Registrant's  Second  Restated  Certificate of
Incorporation  is not deemed  exclusive  of or  intended in any way to limit any
other rights to which any person seeking indemnification may be entitled.

Section 102(b)(7) of the Delaware General Corporation Law, as amended, permits a
corporation to provide in its  Certificate of  Incorporation  that a director of
the  corporation  shall  not be  personally  liable  to the  corporation  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.

Article 7 of the  Registrant's  Second  Restated  Certificate  of  Incorporation
provides for the  elimination of personal  liability of a director for breach of
fiduciary  duty,  as  permitted by Section  102(b)(7)  of the  Delaware  General
Corporation Law.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.





<PAGE>



The Exhibit Index  immediately  preceding  the exhibits and the exhibits  listed
thereon are incorporated herein by reference.

Item 9.           Undertakings.

         1.       The Registrant undertakes:

         (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

              (i)      To include any prospectus required by Section 10(a)(3) of
the Securities Act;

              (ii) To  reflect  in the  prospectus  any facts or events  arising
after the  effective  date of the  Registration  Statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement;

              (iii) To include any material information with respect to the plan
of distribution not previously  disclosed in the  Registration  Statement or any
material change to such  information in the  Registration  Statement;  provided,
however, that paragraphs (i) and (ii) do not apply if the Registration Statement
is on Form S-3 or Form S-8,  and the  information  required  to be included in a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed by the Registrant  pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.

         (b) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         2. The Registrant  hereby  undertakes  that for purposes of determining
any liability under the Securities Act, each filing of the  Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.

         3.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act, and is, therefore,  unenforceable. In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.


<PAGE>




                                SIGNATURES

Pursuant to the  requirements  of the Securities  Act, the Registrant  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused  this  Registration  Statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Lakeland, State of Florida on the 26th day of February, 1997.


                                                       BREED TECHNOLOGIES, INC.




                                                          By:/s/ Allen K. Breed
                                                                  Allen K. Breed
                                                         Chairman, President and
                                                         Chief Executive Officer




                                POWER OF ATTORNEY

We, the undersigned  officers and directors of Breed Technologies,  Inc., hereby
severally constitute Allen K. Breed and Charles J. Speranzella, and each of them
singly,  our true and lawful attorneys with full power to them, and each of them
singly,  to sign for us and in our names in the capacities  indicated below, the
Registration  Statement on Form S-8 filed  herewith  and any and all  subsequent
amendments to said Registration  Statement,  and generally to do all such things
in our names and behalf in our  capacities  as officers and  directors to enable
Breed  Technologies,  Inc. to comply with all requirements of the Securities and
Exchange Commission,  hereby ratifying and confirming our signatures as they may
be signed by said attorneys,  or any of them, to said Registration Statement and
any and all amendments thereto.







<PAGE>



Pursuant to the requirements of the Securities Act, this Registration  Statement
has been signed  below by the  following  persons in the  capacities  and on the
dates indicated.


Signature                          Title                                    Date


/s/Allen K. Breed                   Chairman, and              February 26, 1997
Allen K. Breed                      Chief Executive
                                    Officer (Principal
                                    Executive Officer)


/s/ Johnnie Cordell Breed           President, Chief           February 26, 1997
Johnnie Cordell Breed               Operating Officer
                                    and Director



/s/ Edward H. McFadden              Executive Vice President   February 26, 1997
Edward H. McFadden                  and Chief Financial
                                    Officer (Principal
                                    Financial Officer)


/s/ Thomas F. Dugan                 Corporate Controller       February 26, 1997
Thomas F. Dugan                     (Principal
                                    Accounting Officer)



/s/ Peter A. Lewis                  Director                   February 26, 1997
Peter A. Lewis


/s/ Larry W. McCurdy                Director                   February 26, 1997
Larry W. McCurdy



<PAGE>




                       Exhibit Index


Exhibit
Number                 Description                                          Page

  4.1                  Second Restated Certificate of                         *
                       Incorporation of the Registrant (filed as
                       Exhibit 4.1 to the Registrant's Registration
                       Statement on Form S-8 (File No. 33-54988)
                       (the "Form S-8") and incorporated herein
                       by reference)

  4.2                  Amended and Restated By-Laws of the                     *
                       Registrant (filed as Exhibit 3.3 to the
                       Registrant's Registration Statement on Form S-1
                       (File No. 33-51868) (the "Form S-1") and
                       incorporated herein by reference)

  4.3                  Specimen Certificate of Common Stock of                 *
                       the Registrant (filed as Exhibit 4.1 to the
                       Form S-1 and incorporated herein by
                       reference)

  4.4                  Description of Capital Stock (contained                 *
                       in the Second Restated Certificate of
                       Incorporation of the Registrant filed as
                       Exhibit 4.1 to the Form S-8 and
                       incorporated herein by reference)

  5                    Opinion of Hale and Dorr                                8

 23.1                  Consent of Hale and Dorr                                8
                       (included in Exhibit 5)

 23.2                  Consent of Ernst & Young LLP                            9
 23.2                  Consent of KPMG Peat Marwick LLP                       10
 24                    Power of Attorney (included on the signature
                       page of this Registration Statement)

 --------
*Incorporated herein by reference.







<PAGE>



                                                                       Exhibit 5


                                                               February 26, 1997

Breed Technologies, Inc.
5300 Old Tampa Highway
Lakeland, Florida 3381

         Re:      1992 Employee Stock Purchase Plan;
                  1992 Stock Option Plan;
                  1994 Stock Incentive Plan

Ladies and Gentlemen:

We have assisted in the preparation of a Registration Statement on Form S-8 (the
"Registration   Statement")  to  be  filed  with  the  Securities  and  Exchange
Commission  relating to an aggregate of 800,000 shares of Common Stock, $.01 par
value  per  share  (the  "shares"),  of Breed  Technologies,  Inc.,  a  Delaware
corporation  (the  "Company"),  issuable under the Company's 1992 Employee Stock
Purchase  Plan,  as amended,  1992 Stock Option Plan,  as amended and 1994 Stock
Incentive Plan (the "Plans").

We have  examined  the  Second  Restated  Certificate  of  Incorporation  of the
Company,  the Amended and Restated  By-Laws of the Company,  and  originals,  or
copies certified to our  satisfaction,  of all pertinent records of the meetings
of the directors and stockholders of the Company, the Registration Statement and
such other documents  relating to the Company as we have deemed material for the
purposes of this opinion.

In examination of the foregoing  documents,  we have assumed the  genuineness of
all  signatures  and  the  authenticity  of  all  documents  submitted  to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic  copies,  and the  authenticity  of the originals of
such latter documents.

Based on the  foregoing,  we are of the  opinion  that the Shares have been duly
authorized for issuance under the Plans,  and such Shares,  when issued and paid
for in accordance  with the terms of the Plans,  will be legally  issued,  fully
paid and nonassessable.

We hereby consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the Registration Statement.

                                                     Very truly yours,


                                                     HALE AND DORR



<PAGE>






                                                                    Exhibit 23.2






                  CONSENT OF INDEPENDENT CERTIFIED ACCOUNTANTS


The Board of Directors
Breed Technologies, Inc.:

We consent to the  incorporation  by  reference  in the  registration  statement
(No.33- )on Form S-8 of Breed  Technologies,  Inc. of our report  dated July 21,
1995 relating to the consolidated balance sheet of Breed Technologies,  Inc. and
subsidiaries  as of June 30, 1995,  and the related  consolidated  statements of
earnings,  retained  earnings,  and  cash  flows  for  each of the  years in the
two-year  period ended June 30, 1995,  which report appears in the June 30, 1996
annual report on Form 10-K of Breed Technologies, Inc.




/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Tampa, Florida
February 25, 1997



<PAGE>


                                                                    Exhibit 23.2






               CONSENT OF INDEPENDENT CERTIFIED ACCOUNTANTS




We consent to the  incorporation  by  reference in the  Registration  Statements
(Form S-8)  pertaining  to the 1992 Employee  Stock  Purchase  Plan,  1992 Stock
Option Plan and 1994 Stock  Incentive  Plan,  of our report dated July 23, 1996,
with respect to the  consolidated  financial  statements of BREED  Technologies,
Inc.  incorporated  by reference  in its Annual  Report (Form 10-K) for the year
ended June 30, 1996, filed with the Securities and Exchange Commission.




/s/ Ernst & Young LLP
Ernst & Young LLP
Tampa, Florida
February 20, 1997


<PAGE>
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As filed with the Securities and Exchange Commission
                               on February 26, 1997

                                                      Registration No. 33-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

 BREED TECHNOLOGIES, INC.(Exact name of registrant as specified in its charter)

Delaware                                                              22-2767118
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                            Identification Number)

5300 Old Tampa Highway, Lakeland, Florida                                 33811
(Address of Principal Executive Offices)                              (Zip Code)

                        1992 EMPLOYEE STOCK PURCHASE PLAN
                             1992 STOCK OPTION PLAN
                            1994 STOCK INCENTIVE PLAN
                            (Full title of the Plans)

                           Charles J. Speranzella, Jr.
                            Breed Technologies, Inc.
                             5300 Old Tampa Highway
                             Lakeland, Florida 33811
                     (Name and Address of Agent For Service)

                               (941) 668-6000
         (Telephone Number, Including Area Code, of Agent for Service)

                CALCULATION OF REGISTRATION FEE

                            Proposed   Proposed
Title of                    Maximum    Maximum
Securities     Amount       Offering   Aggregate    Amount of
to be          to be        Price      Offering     Registration
Registered     Registered   Per Share  Price        Fee

Common Stock,  800,000      $22.562(2) $18,049,600(2)  $5,470
$.01 par       shares(1)
value
--------------------------------------------------------------------------------
(1)An aggregate of 800,000 shares are registered hereunder.  Such shares will be
offered by the  Registrant  pursuant to its 1992 Employee  Stock  Purchase Plan,
1992 Stock Option Plan or 1994 Stock Incentive Plan.

(2)Estimated  solely for the purpose of calculating  the  registration  fee, and
based upon the average of the reported  high and low prices of the  Registrant's
Common Stock on the New York Stock  Exchange on February 20, 1997 in  accordance
with Rules 457(c)and 457(h) of the Securities Act of 1933.
The shares registered hereby may be offered under the 1992 Employee Stock
Purchase  Plan,  1992 Stock  Option Plan or 1994 Stock  Incentive  Plan of Breed
Technologies,  Inc. (the "Registrant").  This Registration Statement also amends
the  Registrant's  Registration  Statements  on Form S-8  (File  Nos.  33-54988,
33-54990 and 33-73350  relating to the Registrant's 1992 Employee Stock Purchase
Plan and 1992 Stock  Option Plan to provide  that shares  registered  under such
Registration  Statements  may  be  issued  under  the  Registrant's  1994  Stock
Incentive Plan.

PART I.           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information  required by Part I of Form S-8 is included in documents sent or
given to  participants  in the 1992 Employee  Stock  Purchase  Plan,  1992 Stock
Option  Plan or 1994 Stock  Incentive  Plan of the  Registrant  pursuant to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

PART II.          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

The Registrant is subject to the  informational  and reporting  requirements  of
Sections 13(a), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"),  and  in  accordance  therewith  files  reports,   proxy
statements and other  information  with the  Securities and Exchange  Commission
(the  "Commission").   The  following  documents,   which  are  filed  with  the
Commission, are incorporated in this Registration Statement by reference:

(a) The  Registrant's  latest annual  report filed  pursuant to Section 13(a) or
15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule 424(b)
under the  Securities  Act that contains  audited  financial  statements for the
latest fiscal year for which such statements have been filed.

(b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the document  referred to in (a)
above.

(c) The description of the  Registrant's  Common Stock, par value $.01 per share
(the "Common  Stock"),  contained in a  registration  statement  filed under the
Exchange Act including any amendment or report filed for the purpose of updating
such description.

All documents  subsequently filed by the Registrant  pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a  post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  by  reference  herein and to be part  hereof  from the date of the
filing of such documents.

Item 4.           Description of Securities.

         Not applicable.

Item 5.           Interest of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

Section 145 ("Section 145") of the Delaware General Corporation Law, as amended,
provides a detailed statutory framework covering indemnification of officers and
directors  against  liabilities  and expenses  arising out of legal  proceedings
brought  against  them by reason  of their  being or having  been  directors  or
officers.  Section  145  generally  provides  that a  director  or  officer of a
corporation (i) shall be indemnified by the corporation for all expenses of such
legal  proceedings when he is successful on the merits,  (ii) may be indemnified
by the corporation for expenses, judgments, fines and amounts paid in settlement
of such proceedings (other than a derivative suit), even if he is not successful
on the merits, if he acted in good faith and in a manner he reasonably  believed
to be in or not opposed to the best  interests  of the  corporation,  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful,  and (iii) may be indemnified by the  corporation  for
the expenses of a derivative suit (a suit by a stockholder  alleging a breach by
a  director  or officer  of a duty owed to the  corporation),  even if he is not
successful  on the  merits,  if he  acted  in  good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation.  No indemnification may be made under clause (iii) above,  however,
if the director or officer is adjudged  liable for  negligence  or misconduct in
the  performance  of  his  duties  to  the  corporation,  unless  a  corporation
determines   that,   despite  such   adjudication,   but  in  view  of  all  the
circumstances, he is entitled to indemnification.  The indemnification described
in  clauses  (ii) and (iii)  above may be made  only upon a  determination  that
indemnification  is proper because the  applicable  standard of conduct has been
met. Such a determination may be made by a majority of a quorum of disinterested
directors,  independent legal counsel,  the stockholders or a court of competent
jurisdiction.

The  indemnification  of directors  and officers is provided for by Article 8 of
the Registrant's Second Restated  Certificate of Incorporation which provides in
substance that, to the fullest extent permitted by Delaware law as it now exists
or as amended, each director and officer shall be indemnified against reasonable
costs and expenses,  including attorney's fees, and any liabilities which he may
incur in connection with any action to which he may be made a party by reason of
his  being  or  having  been  a  director  or  officer  of the  Registrant.  The
indemnification  provided by the  Registrant's  Second  Restated  Certificate of
Incorporation  is not deemed  exclusive  of or  intended in any way to limit any
other rights to which any person seeking indemnification may be entitled.

Section 102(b)(7) of the Delaware General Corporation Law, as amended, permits a
corporation to provide in its  Certificate of  Incorporation  that a director of
the  corporation  shall  not be  personally  liable  to the  corporation  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.

Article 7 of the  Registrant's  Second  Restated  Certificate  of  Incorporation
provides for the  elimination of personal  liability of a director for breach of
fiduciary  duty,  as  permitted by Section  102(b)(7)  of the  Delaware  General
Corporation Law.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.
The Exhibit Index  immediately  preceding  the exhibits and the exhibits  listed
thereon are incorporated herein by reference.

Item 9.           Undertakings.

         1.       The Registrant undertakes:

         (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

              (i)      To include any prospectus required by Section 10(a)(3) of
the Securities Act;

              (ii) To  reflect  in the  prospectus  any facts or events  arising
after the  effective  date of the  Registration  Statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement;

              (iii) To include any material information with respect to the plan
of distribution not previously  disclosed in the  Registration  Statement or any
material change to such  information in the  Registration  Statement;  provided,
however, that paragraphs (i) and (ii) do not apply if the Registration Statement
is on Form S-3 or Form S-8,  and the  information  required  to be included in a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed by the Registrant  pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.

         (b) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         2. The Registrant  hereby  undertakes  that for purposes of determining
any liability under the Securities Act, each filing of the  Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.

         3.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act, and is, therefore,  unenforceable. In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES

Pursuant to the  requirements  of the Securities  Act, the Registrant  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused  this  Registration  Statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Lakeland, State of Florida on the 26th day of February, 1997.

                                                       BREED TECHNOLOGIES, INC.

                                                          By:/s/ Allen K. Breed
                                                                  Allen K. Breed
                                                         Chairman, President and
                                                         Chief Executive Officer

                                POWER OF ATTORNEY

We, the undersigned  officers and directors of Breed Technologies,  Inc., hereby
severally constitute Allen K. Breed and Charles J. Speranzella, and each of them
singly,  our true and lawful attorneys with full power to them, and each of them
singly,  to sign for us and in our names in the capacities  indicated below, the
Registration  Statement on Form S-8 filed  herewith  and any and all  subsequent
amendments to said Registration  Statement,  and generally to do all such things
in our names and behalf in our  capacities  as officers and  directors to enable
Breed  Technologies,  Inc. to comply with all requirements of the Securities and
Exchange Commission,  hereby ratifying and confirming our signatures as they may
be signed by said attorneys,  or any of them, to said Registration Statement and
any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration  Statement
has been signed  below by the  following  persons in the  capacities  and on the
dates indicated.

Signature                          Title                                    Date

/s/Allen K. Breed                   Chairman, and              February 26, 1997
Allen K. Breed                      Chief Executive
                                    Officer (Principal
                                    Executive Officer)

/s/ Johnnie Cordell Breed           President, Chief           February 26, 1997
Johnnie Cordell Breed               Operating Officer
                                    and Director

/s/ Edward H. McFadden              Executive Vice President   February 26, 1997
Edward H. McFadden                  and Chief Financial
                                    Officer (Principal
                                    Financial Officer)

/s/ Thomas F. Dugan                 Corporate Controller       February 26, 1997
Thomas F. Dugan                     (Principal
                                    Accounting Officer)

/s/ Peter A. Lewis                  Director                   February 26, 1997
Peter A. Lewis

/s/ Larry W. McCurdy                Director                   February 26, 1997
Larry W. McCurdy
Exhibit Index

Exhibit
Number                 Description                                          Page

  4.1                  Second Restated Certificate of                         *
                       Incorporation of the Registrant (filed as
                       Exhibit 4.1 to the Registrant's Registration
                       Statement on Form S-8 (File No. 33-54988)
                       (the "Form S-8") and incorporated herein
                       by reference)

  4.2                  Amended and Restated By-Laws of the                     *
                       Registrant (filed as Exhibit 3.3 to the
                       Registrant's Registration Statement on Form S-1
                       (File No. 33-51868) (the "Form S-1") and
                       incorporated herein by reference)

  4.3                  Specimen Certificate of Common Stock of                 *
                       the Registrant (filed as Exhibit 4.1 to the
                       Form S-1 and incorporated herein by
                       reference)

  4.4                  Description of Capital Stock (contained                 *
                       in the Second Restated Certificate of
                       Incorporation of the Registrant filed as
                       Exhibit 4.1 to the Form S-8 and
                       incorporated herein by reference)

  5                    Opinion of Hale and Dorr                                8

 23.1                  Consent of Hale and Dorr                                8
                       (included in Exhibit 5)

 23.2                  Consent of Ernst & Young LLP                            9
 23.2                  Consent of KPMG Peat Marwick LLP                       10
 24                    Power of Attorney (included on the signature
                       page of this Registration Statement)

 --------
*Incorporated herein by reference.
Exhibit 5

                                                               February 26, 1997

Breed Technologies, Inc.
5300 Old Tampa Highway
Lakeland, Florida 3381

         Re:      1992 Employee Stock Purchase Plan;
                  1992 Stock Option Plan;
                  1994 Stock Incentive Plan

Ladies and Gentlemen:

We have assisted in the preparation of a Registration Statement on Form S-8 (the
"Registration   Statement")  to  be  filed  with  the  Securities  and  Exchange
Commission  relating to an aggregate of 800,000 shares of Common Stock, $.01 par
value  per  share  (the  "shares"),  of Breed  Technologies,  Inc.,  a  Delaware
corporation  (the  "Company"),  issuable under the Company's 1992 Employee Stock
Purchase  Plan,  as amended,  1992 Stock Option Plan,  as amended and 1994 Stock
Incentive Plan (the "Plans").

We have  examined  the  Second  Restated  Certificate  of  Incorporation  of the
Company,  the Amended and Restated  By-Laws of the Company,  and  originals,  or
copies certified to our  satisfaction,  of all pertinent records of the meetings
of the directors and stockholders of the Company, the Registration Statement and
such other documents  relating to the Company as we have deemed material for the
purposes of this opinion.

In examination of the foregoing  documents,  we have assumed the  genuineness of
all  signatures  and  the  authenticity  of  all  documents  submitted  to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic  copies,  and the  authenticity  of the originals of
such latter documents.

Based on the  foregoing,  we are of the  opinion  that the Shares have been duly
authorized for issuance under the Plans,  and such Shares,  when issued and paid
for in accordance  with the terms of the Plans,  will be legally  issued,  fully
paid and nonassessable.

We hereby consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the Registration Statement.

                                                     Very truly yours,

                                                     HALE AND DORR
Exhibit 23.2

                  CONSENT OF INDEPENDENT CERTIFIED ACCOUNTANTS

The Board of Directors
Breed Technologies, Inc.:

We consent to the  incorporation  by  reference  in the  registration  statement
(No.33- )on Form S-8 of Breed  Technologies,  Inc. of our report  dated July 21,
1995 relating to the consolidated balance sheet of Breed Technologies,  Inc. and
subsidiaries  as of June 30, 1995,  and the related  consolidated  statements of
earnings,  retained  earnings,  and  cash  flows  for  each of the  years in the
two-year  period ended June 30, 1995,  which report appears in the June 30, 1996
annual report on Form 10-K of Breed Technologies, Inc.

/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Tampa, Florida
February 25, 1997
Exhibit 23.2

               CONSENT OF INDEPENDENT CERTIFIED ACCOUNTANTS

We consent to the  incorporation  by  reference in the  Registration  Statements
(Form S-8)  pertaining  to the 1992 Employee  Stock  Purchase  Plan,  1992 Stock
Option Plan and 1994 Stock  Incentive  Plan,  of our report dated July 23, 1996,
with respect to the  consolidated  financial  statements of BREED  Technologies,
Inc.  incorporated  by reference  in its Annual  Report (Form 10-K) for the year
ended June 30, 1996, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP
Ernst & Young LLP
Tampa, Florida
February 20, 1997