FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * SVENSSON JORGEN   2. Issuer Name and Ticker or Trading Symbol AUTOLIV INC [ALV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) General Counsel and Secretary (Last) (First) (Middle) C/O SKADDEN ARPS SLATE, 1 CANADA SQU CANARY WHARF 3. Date of Earliest Transaction (Month/Day/Year) 01/03/2006 (Street) LONDON ENGLAND  4. If Amendment, Date Original Filed(Month/Day/Year) 01/04/2006 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/03/2006   M   2,500 A $ 21.36 (1) 2,500 D   Common Stock 01/03/2006   S   2,500 D $ 46.552 0 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Unit

(2)

01/03/2006

M

2,500

01/03/2006

01/03/2006

Common Stock

2,500

(1) (2)

16,000 (3)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SVENSSON JORGEN C/O SKADDEN ARPS SLATE 1 CANADA SQU CANARY WHARF LONDON ENGLAND			General Counsel and Secretary

Signatures

Jorgen Svensson		01/04/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The Closing Price of the Common Stockon the day of the grant, January 2, 2003, was USD 21.36. No consideration was or is payable by the officer.
(2)	The Restricted Stock Units were granted under the company's Stock Incentive Plan of 1997, as amended, on January 2, 2003, and free of charge for the officers.
(3)	Including 4000 RSUs and 12000 Stock Options
Remarks: On the prevoius filing made on January 4, 2006, it was marked in Table 1 on the second line that 2500 of Common Stock were acquired. It shall be Disposed.Also the signature date shall be January 4, 2006.

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