SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

Mail Stop 3561          A p r i l  1 ,  2 0 1 0    Jan Carlson  Chief Executive Officer Autoliv, Inc. World Trade Center Klarabergsviadukten 70, SE-107 24 Stockholm, Sweden
Re: Autoliv, Inc. Form 10-K for fiscal year ended December 31, 2009 Filed February 19, 2010 File No. 001-12933
 Dear Mr. Carlson:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K filed February 19, 2010

Risk Factors
 1. We note the statement that “In addition to  the factors affecting specific business
operations identified in connection with the description of these operations and
the financial results of these operations  elsewhere in this Report, what we
currently believe to be the most signifi cant factors affecting our operations are
described in our Annual Report on pages 40-43 in the annual report and below.”

Jan Carlson
Autoliv, Inc.
April 1, 2010 Page 2
All material risks should be discussed in  this section.  If risks are not deemed
material then they should not be mentioned.  Please confirm that in future filings
you will remove this language and discuss al l material risks in this section.
 Exhibits

 2. Your certifications under Item 601(b)(31) of Regulation S-K appear to include
modifications from the standard language .  We note that you have replaced the
phrase “financial reporting” with “financing reporting” in paragraph 5(b).  In
future filings please revise these certi fications to include the language of
paragraph 5(b) of Item 601( b)(31) of Regulation S-K.
 Schedule 14A Proxy Statement filed March 23, 2010

Board Leadership Structure and Risk Oversight, page 9
 3. We note that you have elected to provide negative disclosure in response to Item
402(s) of Regulation S-K.  In future f ilings, if you continue to provide this
disclosure please follow the standards provided in the Item.  For example you
discuss whether the “design and ope ration of your incentive compensation
arrangements” “might encourage inappropr iate risk-taking th at could have a
material adverse effect on the company.”   Item 402(s) contemplates a different
analysis, discussing the extent that risks arising from a registrant’s compensation
policies and practices for its employees are reasonably likely to have a material
adverse effect on the registrant.

* * * * *
 Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Jan Carlson
Autoliv, Inc. April 1, 2010 Page 3
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 Please contact John Dana Brown at (202)  551-3859 or the undersigned at (202)
551-3750 with any questions.
        S i n c e r e l y ,

Max A. Webb Assistant Director
  cc: Corporate Headquarters  Fax: +46 (8) 411 7025