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SEC Correspondence with Autoliv Inc. - June 2006

June 28, 2006

Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E

Washington, D.C. 20549

Attention:  David R. Humphrey, Branch Chief

		Re:

      Autoliv Inc.

Form 10-K for the fiscal year ended December 31, 2005

filed February 28, 2006

File No. 1-12933

    	Dear Mr. Humphrey,

On behalf of Autoliv, Inc. ("Autoliv", the "Company" or "we"), we are writing to respond to the comments set forth
		in your letter to Mr. Magnus Lindquist, dated July 18, 2006, with respect to the above referenced filing of the Company.

		Set forth below are our responses to the Staff's comments, which have been provided in each case following the text of the
		comment in the Staff's letter. The Company does not propose to file an amendment to its 2005 Form 10-K.

		FORM 10-K (Fiscal Year December 31, 2005)

 Autoliv Annual Report 2005

		Cash Requirements

		Comment No. 1: We have reviewed your response to prior comments 3 and 11.  With respect to comment 3, we note your
		proposed disclosure to rename the main caption to "Capital Structure" and to rename the measure "working capital" to
		"operating working capital".  Please disclose that this is a non-U.S. GAAP measure and provide a cross-reference to a
		detailed discussion of the measure and its computation as reconciled to the U.S. GAAP measure of working capital. In
		addition, expand your disclosure to include relevant information from the first and second paragraphs of your response to
		comment 3 addressing why your policy (i.e. working capital should not exceed 10% of your sales) is a meaningful financial
		metric for investors to consider in evaluating your ability to meet your cash requirements.  With respect to the proposed
		tabular disclosure in response to comment 11, please discuss the significance of providing each of the reconciling items
		that are used in arriving at the non-U.S. GAAP measure of "operating working capital" as it is unclear as to the usefulness
		of this measure to the Company's operations apart from the U.S. GAAP measure of "working capital". We suggest this non-U.S.
		GAAP measure and tabular reconciliation be excluded from your MD&A.

Response: With respect to the discussion to be renamed "CAPITAL STRUCTURE", we will identify "Operating
		working capital" as a non-U.S. GAAP measure and provide a cross-reference to the reconciliation to the U.S. GAAP measure of
		working capital and the related discussion of the measure. We will expand our disclosure to discuss why the target of 10%
		of sales is meaningful.

		With respect to the tabular disclosure in response to Comment 11, we will, in future filings, include disclosure
		substantially to the following effect, updated as appropriate:

		Reconciliation of "Operating working capital" to U.S. GAAP measure

    	Operating working capital

		December 31, 2005

    	Total current assets

		$2,162.5

    	Total current liabilities

		(1,764.3)

    	Working capital

		398.2

    	Cash and cash equivalents

		(295.9)

    	Short-term debt

		508.4

    	Derivative asset and liability, current

		(92.9)

    	Dividends payable

		 -

    	Operating working capital

		$517.8

The Company uses the measure
		"Operating working capital" as defined in the table above in its communications with investors and for management review of
		the development of working capital cash generation from operations. The reconciling items used to derive this measure are,
		by contrast, managed as part of our overall debt management.

		We note your suggestion that the "Operating working capital" measure and tabular reconciliation be excluded from our MD&A.
		We believe this measure is integral to the way we manage the cash generation aspects of our business operations and has
		been historically important to investors and analysts in evaluating our performance. Accordingly, we believe it is
		necessary to include and discuss this fully in our MD&A in order to present the most meaningful evaluation of our
		operations and results for readers of our financial reports.  We would like to re-emphasize that the management of
		"Operating working capital" is essential as part of our efforts to optimize cash generation by focusing on operationally
		derived working capital.  By comparison management of cash and debt, while important to the overall business, is not part
		of the responsibilities of day-to-day operations' management.

		Comment No. 2: We have reviewed your response to prior comment 4. Please expand your disclosure to include the first
		paragraph of your response, particularly that you have defined a debt limitation policy consisting of a leverage ratio and
		an interest coverage ratio, and the reasons thereof, and that, until December 2004, the measures corresponded to the
		financial covenants in your revolving credit facility; however, subsequent thereto, you no longer have financial covenants
		in your revolving credit facility nor any such financial covenants in any other debt instruments.

Response: We will, in future filings, expand our disclosure to include information from the first paragraph
		of our response to prior Comment 4, and specifically discuss that we, as part of managing our overall debt and capital
		structure, have defined a debt limitation policy consisting of a leverage ratio and an interest coverage ratio. We will
		disclose the reasons thereof, and that, until December 2004, these measures corresponded to the financial covenants in our
		Revolving Credit Facility; but that subsequent thereto, we no longer have any financial covenants in our Revolving Credit
		Facility or any other debt agreements.

		Management's Discussion and Analysis

 Items Affecting Comparability

		Non-U.S. GAAP Measures

		Comment No. 3: We have reviewed your response to prior comment 7.  We suggest that you also, for each tabular
		reconciliation to be provided in the various MD&A sections, clearly present narrative introductory disclosure identifying
		the table as one that reconciles the non-U.S. GAAP measure to the U.S. GAAP basis financial statements. The narrative
		disclosure should clearly identify the non-U.S. GAAP measure and its usefulness to management in analyzing operations and
		company performance.

Response: We will, in future filings, for each tabular reconciliation to be provided in the various MD&A
		sections, clearly present narrative introductory disclosure identifying the table as one that reconciles the non-U.S. GAAP
		measure to the U.S. GAAP basis financial statements.  The narrative disclosure will identify the non-U.S. GAAP measure and
		its usefulness to management in analyzing operations and company performance.

 Year Ended December 31, 2005
		versus Year Ended December 31, 2004

 Net Sales

		Comment No. 4: We have reviewed your response to prior comment 8. As your financial statements are prepared under
		U.S. GAAP and are stated in U.S. dollars, it is unclear why an investor would not be able to understand developments in
		your business, including the impact from effect of exchange rates and acquisitions and dispositions. We suggest you clearly
		disclose that "organic sales" is a non-U.S. GAAP measure, and describe how this amount is calculated or derived from your
		U.S. dollar denominated sales reported in your financial statements.  Also, disclose from your response, that 75% of your
		sales are denominated in currencies other than the U.S. dollar. It is unclear, from your proposed tabular presentation,
		whether the actual amount of "organic sales growth" represents non-U.S. dollar or U.S. dollar denominated sales. Further,
		to the extent acquisitions and dispositions on a stand-alone basis, are significant, we suggest you separately disclose the
		impact from each. For consistency with other proposed tabular presentations of non-U.S. GAAP measures, we suggest you
		provide dollar amounts in addition to percentage changes.

Response: In future filings, to the extent acquisitions and dispositions on a stand-alone basis, are
		significant, we will separately disclose the impact from each on organic sales growth.

		For consistency with other proposed tabular presentations of non-U.S. GAAP measures, we will provide dollar amounts in
		addition to percentage changes. The disclosure will be substantially to the following effect, updated as appropriate:

    	Components of net sales increase (decrease)
		2005
(USD
Millions)
		2005
$
		2004
(USD
Millions)
		2004
%

    	Organic sales growth
		12.9
		.2
		414.7
		7.8

    	Impact of acquisitions/divestments
		24.3
		.4
		70.5
		1.3

    	Effect of exchange rates
		23.8
		.4
		358.0
		6.8

    	Reported net sales change
		61.0
		1.0
		843.2
		15.9

		The Company has substantial operations outside the United States and currently, approximately 75% of sales are denominated
		in currencies other than the U.S. dollar. This makes the Company and its performance in regions outside the U.S. sensitive
		to changes in the U.S. dollar exchange rates. The Company therefore uses the non-U.S. GAAP measure "Organic sales growth"
		in its external communications with investors and internally for management's analysis of sales development. The measure
		"Organic sales growth" presents the increase or decrease in our overall U.S. dollar net sales on a comparative basis,
		allowing separate discussion of the impacts of acquisitions/divestments and exchange rates. We believe this is a key
		performance measure, from an investor perspective, helping users of our financial statements fully understand the
		underlying sales development of the business. The tabular reconciliation above presents "Organic sales growth" as
		reconciled to the change in the total net sales as can be derived from our audited financial statements.

 Interest Expense, Net

		Comment No. 5:We have reviewed your response to prior comment 10.  Please clarify in your disclosure that "net debt"
		is a non-U.S. GAAP measure.  Also, disclose why this measure is useful to management and investors, given that it is no
		longer appears to be used under the revolving credit facility. Clarify that the measure should not be used as an
		alternative to the "total debt" as determined under U.S. GAAP. The non-U.S. GAAP measure should be presented and discussed
		as a supplemental measure to the primary GAAP measure.

Response: In future filings, we will disclose that "Net debt" is a non-U.S. GAAP measure. We will also
		disclose why we consider this measure to be useful to management and investors, given that it is no longer used under our
		Revolving Credit Facility. The non-U.S. GAAP measure will be presented and discussed as a supplemental measure to the
		primary U.S. GAAP measure of total debt.

		Notes to Consolidated Financial Statements

 Note 11. Product Related
		Liabilities

		Comment No. 6: We have reviewed your response to prior comment 15.  We suggest your proposed disclosures include
		more specifics as to the reason for the higher payments in 2005 and 2004, such as describing the nature of the ongoing
		recalls for the replacement of defective products, including the origination date of the recalls and the products involved.  Please also describe the nature of the warranty-related issue with a customer and the amount involved, if material to the total payments or accruals made in 2004 and 2005.

Response: Our general policy is not to provide specific details of potentially faulty products or products
		that for other reasons could be the subject of activities primarily by our customers. Similarly, our general policy is not
		to provide specific details of warranty-related issues per product or associate such issues with individual customers or
		poducts.

		The total liabilities for product related issues in 2004 included more than 20 individual issues, the largest of which
		represented $11.8 million. In 2005 there were also more than 20 individual issues, the largest of which represented $12.2
		million. No individual issue in either year was determined to be material.

		FORM 10-Q (Quarter Ended March 31, 2006):

 Note 1. Basis of Presentation

		Comment No. 7: We have reviewed your response to prior comment 19. It appears the change in your dividend policy
		should represent the correction of an error in previously issued financial statements. Dividends declared on stock that is
		accounted for as equity should generally be reflected as a liability and as a reduction to equity, at the time they are
		"declared." As such it appears a revision to your financial statements and disclosure, in the form of restatement, may be
		necessary. However, you indicate in your response and disclose in the March 31, 2006 Form 10-Q that the change was not
		material to your financial position at March 31, 2006, or any prior fiscal periods.  Please supplementally provide to us a
		schedule that shows the impact from this misapplication of GAAP on current liabilities and shareholders' equity for each
		quarter in fiscal years 2004, 2005 and the subsequent interim period in 2006.  We may have further comment after review of
		your response.  We refer you to FASB Concepts Statement No. 6 paragraph 39 and SFAS No. 154, paragraphs 2(h) and 25.

Response: In addition to the quantitative assessment noted below, we also believe this change is not
		material from a qualitative perspective since it does not affect any of our key operating perfomance metrics or ratios
		typically used by investors and analysts. Also, as noted above, the Company has no financial covenants that would be
		impacted.

The table below shows the financial impact of the change in our recording of dividends on current liabilities and
		shareholders' equity for each quarter in fiscal years 2004, 2005 and the first quarter of 2006. Based upon this we
		concluded that this change was clearly not material to the Company's financial position.

    	(USD Millions)
Q1 2004

		Reported
		If Restated
		Change
		%

    	Dividends accrued

		18.9

    	Total current liabilities
		1,371.6
		1,390.5
		18.9
		1.4%

    	Total shareholders equity
		2,428.3
		2,409.4
		(18.9)
		(.8%)

    	Q2 2004

		Reported
		If Restated
		Change
		%

    	Dividends accrued

		18.7

    	Total current liabilities
		1,387.8
		1,406.5
		18.7
		1.3%

    	Total shareholders equity
		2,454.6
		2,435.9
		(18.7)
		(.8%)

    	Q3 2004

		Reported
		If Restated
		Change
		%

    	Dividends accrued

		18.4

    	Total current liabilities
		1,426.8
		1,445.2
		18.4
		1.3%

    	Total shareholders equity
		2,450.7
		2,432.3
		(18.4)
		(.8%)

    	Q4 2004

		Reported
		If Restated
		Change
		%

    	Dividends accrued

		23.0

    	Total current liabilities
		1,799.3
		1,822.3
		23.0
		1.3%

    	Total shareholders equity
		2,636.4
		2,613.4
		(23.0)
		(.9%)

    	Q1 2005

		Reported
		If Restated
		Change
		%

    	Dividends accrued

		27.4

    	Total current liabilities
		1,761.9
		1,789.3
		27.4
		1.6%

    	Total shareholders equity
		2,603.5
		2,576.1
		(27.4)
		(1.1%)

    	Q2 2005

		Reported
		If Restated
		Change
		%

    	Dividends accrued

		26.8

    	Total current liabilities
		1,902.3
		1,929.1
		26.8
		1.4%

    	Total shareholders equity
		2,516.8
		2,490.0
		(26.8)
		(1.1%)

    	Q3 2005

		Reported
		If Restated
		Change
		%

    	Dividends accrued

		27.5

    	Total current liabilities
		1,864.5
		1,892.0
		27.5
		1.5%

    	Total shareholders equity
		2,429.5
		2,402.0
		(27.5)
		(1.1%)

    	Q4 2005

		Reported
		If Restated
		Change
		%

    	Dividends accrued

		26.8

    	Total current liabilities
		1,764.3
		1,791.1
		26.8
		1.5%

    	Total shareholders equity
		2,316.1
		2,289.3
		(26.8)
		(1.2%)

    	Q1 2006

		Reported
		If Restated
		Change
		%

    	Dividends accrued
		26.5
		0.0

    	Total current liabilities
		1,866.9
		1,866.9
		0.0
		0.0%

    	Total shareholders equity
		2,313.8
		2,313.8
		0.0
		0.0%