AUTOLIV INC
8-K, 1997-04-28
MOTOR VEHICLE PARTS & ACCESSORIES
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                   SECURITIES AND EXCHANGE COMMISSION

                         WASHINGTON, D.C. 20549

                                FORM 8-K

                             CURRENT REPORT

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

            Date of Report (Date of Earliest Event Reported):

                             April 28, 1997

                                 AUTOLIV, INC.                       
          (Exact Name of Registrant as Specified in its Charter)

                                  Delaware                           
                    (State or Other Jurisdiction of Incorporation)

                001-12933                      (51-037854)            
          (Commission File Number)   (IRS Employer Identification No.)

                3350 Airport Road          World Trade Center      
                Ogden, Utah 84405        Klarabergsviadukten 70     
                                           S-107 24 Stockholm
                                              Sweden              
                    (Address of principal executive offices)
                                                                     
                  (801) 629-9800                 46 (8) 402 0600
              Registrant's Telephone Number, Including Area Code

                                                                      
         (Former Name or Former Address, if Changed Since Last Report)


     Item 2.        Acquisition or Disposition of Assets.
     and Item 5.    Other Events.

          On April 28, 1997, Autoliv, Inc. (the "Company") issued a
     press release, which is attached hereto as Exhibit 99.1 and is
     hereby incorporated by reference.

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

          (c)  Exhibits.

          99.1.     Press release, dated April 28, 1997, issued by the
                    Company.



                                 SIGNATURES

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

     Date:     April 28, 1997           AUTOLIV, INC.

                                        By: /s/ Jorgen Svensson
                                            Jorgen Svensson
                                            Secretary



                               EXHIBIT INDEX

     Exhibit
     Number    Description

     99.1.     Press release, dated April 28, 1997, issued by the
               Company.




                                                           EXHIBIT 99.1

                         [AUTOLIV, INC. LETTERHEAD]

     PRESS RELEASE

     AUTOLIV'S SHAREHOLDERS TENDER SHARES IN EXCHANGE OFFER -
     COMBINATION BETWEEN AUTOLIV AND MORTON AUTOMOTIVE SAFETY PRODUCTS
     TO BE CONSUMMATED

     (Stockholm, April 28, 1997) - Autoliv, Inc. announced that,
     according to a preliminary count, more than 90% of the Autoliv AB
     shares have been tendered in the Exchange Offer conducted by
     Autoliv, Inc.  As the other terms and conditions for consummation
     of the Exchange Offer have already been fulfilled or waived,
     Autoliv, Inc. will exchange its shares for shares of Autoliv AB
     which have been tendered in the Exchange Offer.

     Following the final count, which is expected to be completed on
     Wednesday, April 30, 1997, Autoliv, Inc. will issue a press
     release announcing the number of shares tendered in the Exchange
     Offer.  Settlement, which will occur by means of a distribution
     of notices of settlement, is expected to commence on May 2, 1997.

     Trading in Autoliv, Inc. shares on a "regular way" basis on the
     New York Stock Exchange is expected to commence on May 1, 1997
     (Symbol: ALV).  In consultation with the Stockholm Stock
     Exchange, it has been agreed that trading in Autoliv, Inc.
     depositary receipts on the Stockholm Stock Exchange is to
     commence on May 2, 1997 (Symbol: ALIV).  The last day of trading
     in Autoliv AB shares on the Stockholm Stock Exchange will be May
     9, 1997.

     To enable Autoliv AB shareholders who have not yet accepted the
     Exchange Offer to do so, Autoliv, Inc. has extended the
     acceptance period until May 9, 1997.  Settlement of shares
     tendered during such extension is expected to take place on May
     14, 1997.  During such extension of the acceptance period,
     shareholders will not have withdrawal rights.  Subsequent to the
     expiration of the extended acceptance period, Autoliv, Inc.
     intends to initiate a compulsory acquisition process in order to
     acquire any remaining outstanding shares of Autoliv AB.  Payment
     for the Autoliv securities so acquired will be made after a
     tribunal has determined the price, which determination may take
     up to two years, and may be further delayed until any appeals
     from the decision of the tribunal have been finally resolved.

     For further information, contact:
     - Mats Odman, Manager Investor Relations, Tel: +46-(8)-402 06 23




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