Sec Form 5 Filing - WELIN PER @ AUTOLIV INC - 2008-12-31

FORM 5 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 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 WELIN PER 2. Issuer Name and Ticker or Trading Symbol AUTOLIV INC [ ALV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O AUTOLIV INC WORLD TRADE CENTER, KLARABERGSVIADUKTEN 70 S 107 24STOCKHOLM 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2008 (Street) SWEDEN 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Dividend Equivalent Rights ( 1 ) 03/06/2008 A 40 ( 1 ) ( 1 ) Common Stock 40 $ 0 5,058 D Dividend Equivalent Rights ( 1 ) 06/05/2008 A 36 ( 1 ) ( 1 ) Common Stock 36 $ 0 5,094 D Dividend Equivalent Rights ( 1 ) 09/04/2008 A 55 ( 1 ) ( 1 ) Common Stock 55 $ 0 5,149 D Dividend Equivalent Rights ( 1 ) 12/04/2008 A 108 ( 1 ) ( 1 ) Common Stock 108 $ 0 5,257 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WELIN PER C/O AUTOLIV INC WORLD TRADE CENTER KLARABERGSVIADUKTEN 70 S 107 24STOCKHOLM SWEDEN X Signatures Per Welin 03/16/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Dividend Equivalent Rights accrued on deferred Stock Units and are settled in Stock following the cessation of the reporting person's service as a Director. Forms 4 were previously filed with respect to the grants of the deferred Stock Units.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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