Edgar Filing: TRUSTEES OF GENERAL ELECTRIC PENSION TRUST

Amendment No.1 to Schedule 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Autoliv, Inc.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

52800109

(CUSIP Number)

December 31, 2002

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	x	Rule 13d-1(b)

	o	Rule 13d-1(c)

	o	Rule 13d-1 (d)

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 52800109



1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

	General Electric Pension Trust I.R.S. # 14-6015763



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

	(a) o (b) x



3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	State of New York



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.	SOLE VOTING POWER

					None



				6.	SHARED VOTING POWER

					1,634,536



				7.	SOLE DISPOSITIVE POWER

					None



				8.	SHARED DISPOSITIVE POWER

					1,634,536



9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

		1,634,536



10.			CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
			o



11.			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

			1.67% (3.0% if aggregated with the shares beneficially owned by the other Reporting Persons (as defined in the Introductory Note))



12.			TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

			EP

Page 2 of 10 Pages

CUSIP No. 52800109



1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

	GE Asset Management Incorporated, as Investment Manager of GEPT (as defined below) and Investment Adviser to certain other entities and accounts I.R.S. #06-1238874



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

	(a) o (b) x



3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	State of Delaware



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.	SOLE VOTING POWER

					1,219,526



				6.	SHARED VOTING POWER

					1,717,345



				7.	SOLE DISPOSITIVE POWER

					1,219,526



				8.	SHARED DISPOSITIVE POWER

					1,717,345



9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

		2,936,871



10.			CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

			o



11.			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

			3.0%



12.			TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

			IA, CO

Page 3 of 10 Pages

CUSIP No. 52800109



1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

	General Electric Insurance Plan Trust I.R.S. # 51-0169382



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

	(a) o (b) x



3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	New York



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.	SOLE VOTING POWER

					None



				6.	SHARED VOTING POWER

					82,809



				7.	SOLE DISPOSITIVE POWER

					None



				8.	SHARED DISPOSITIVE POWER

					82,809



9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

		82,809



10.			CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

			o



11.			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

			0.08% (3.0% if aggregated with the shares beneficially owned by the other Reporting Persons)



12.			TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

			EP

Page 4 of 10 Pages

CUSIP No. 52800109



1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

	General Electric Company I.R.S. #14-0689340



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) x


3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	State of New York



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.	SOLE VOTING POWER

					None



				6.	SHARED VOTING POWER

					Disclaimed (see 9 below)



				7.	SOLE DISPOSITIVE POWER

					None



				8.	SHARED DISPOSITIVE POWER

					Disclaimed (see 9 below)



9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

		Beneficial ownership of all shares disclaimed by General Electric Company



10.			CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
			x
			Disclaimed (see 9 above)


11.			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

			Not Applicable (see 9 above)



12.			TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

			CO

Page 5 of 10 Pages

INTRODUCTORY NOTE: This Amendment No. 1 amends the Statement on Schedule 13G filed on behalf of General Electric Company, a New York corporation (“GE”), GE Asset Management Incorporated, a Delaware corporation and a wholly owned subsidiary of GE (“GEAM”), General Electric Pension Trust, a New York common law trust (“GEPT”) and General Electric Insurance Plan Trust, a New York common law trust (“GEIPT”) on February 14, 2002 (as amended, the “Schedule 13G”). GEAM is a registered investment adviser and acts as Investment Manager of GEPT and GEIPT, and as Investment Adviser to certain other entities and accounts. GEAM may be deemed to be the beneficial owner of 1,634,536 shares of Common Stock of Autoliv, Inc. (the “Issuer”) owned by GEPT, of 82,809 shares of Common Stock of the Issuer owned by GEIPT and of 1,219,526 shares of Common Stock of the Issuer owned by such other entities and accounts. GEAM, GEPT and GEIPT each expressly disclaim that they are members of a “group.” GE disclaims beneficial ownership of all shares and expressly disclaims that it is a member of a “group.”

The Items from the Schedule 13G are hereby amended to read as follows:

Item 4 Ownership

		GEPT		GEAM		GEIPT		GE

(a) Amount beneficially owned		1,634,536		2,936,871		82,809		Disclaimed

(b) Percent of class		1.67	%	3.0	%	0.08	%	Disclaimed

(c) No. of shares to which person has

	(i) sole power to vote or direct the vote	None		1,219,526		None		None

	(ii) shared power to vote or direct the vote	1,634,536		1,717,345		82,809		Disclaimed

	(iii) sole power to dispose or to direct disposition	None		1,219,526		None		None

	(iv) share power to dispose or to direct disposition	1,634,536		1,717,345		82,809		Disclaimed

Item 5 Ownership of Five Percent or Less of a Class

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:

	x

Page 6 of 10 Pages

Item 10 Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 7 of 10 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2003

	GENERAL ELECTRIC PENSION TRUST
	By: GE Asset Management Incorporated,
	its Investment Manager

	By:	/s/ Michael M. Pastore

		Name: Michael M. Pastore
		Title: Vice President

	GE ASSET MANAGEMENT INCORPORATED

	By:	/s/ Michael M. Pastore

		Name: Michael M. Pastore
		Title: Vice President

	GENERAL ELECTRIC COMPANY

	By:	/s/ John H. Myers

		Name: John H. Myers
		Title: Vice President

	GENERAL ELECTRIC INSURANCE PLAN TRUST
	By: GE Asset Management Incorporated,
	its Investment Manager

	By:	/s/ Michael M. Pastore

		Name: Michael M. Pastore
		Title: Vice President

Page 8 of 10 Pages

Schedule I

JOINT FILING AGREEMENT

This will confirm the agreement by and between all the undersigned that the Schedule 13G on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of the Common Stock of Autoliv, Inc. is being filed on behalf of each of the undersigned.

Dated: February 14, 2003

	GENERAL ELECTRIC PENSION TRUST
	By: GE Asset Management Incorporated,
	its Investment Manager

	By:	/s/ Michael M. Pastore

		Name: Michael M. Pastore
		Title: Vice President

	GE ASSET MANAGEMENT INCORPORATED

	By:	/s/ Michael M. Pastore

		Name: Michael M. Pastore
		Title: Vice President

	GENERAL ELECTRIC COMPANY

	By:	/s/ John H. Myers

		Name: John H. Myers
		Title: Vice President

	GENERAL ELECTRIC INSURANCE PLAN TRUST
	By: GE Asset Management Incorporated,
	its Investment Manager

	By:	/s/ Michael M. Pastore

		Name: Michael M. Pastore
		Title: Vice President

Page 9 of 10 Pages

Schedule II

TRUSTEES OF GENERAL ELECTRIC PENSION TRUST

3003 Summer Street, P.O. Box 7900
Stamford, Connecticut 06904

The names of the Trustees of General Electric Pension Trust are as follows:



Eugene K. Bolton

Michael J. Cosgrove

Ralph R. Layman

Alan M. Lewis

Robert A. MacDougall

John H. Myers

Donald W. Torey

John J. Walker

Page 10 of 10 Pages