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                                 EXHIBIT 10.39
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                 BONUS PLAN FOR EXECUTIVES OF SUBSIDIARIES AND
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                 DIVISIONS OF BACOU USA, INC. FOR 1998 AND 1999
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                               February 23, 1998
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The Board of Directors of Bacou USA, Inc. has approved and adopted a bonus Plan
for certain executives of its operating subsidiaries and divisions who serve at
the President or Vice President levels.  In order to be eligible to receive any
amount under this Plan, an Executive must be designated a participant pursuant
to a written employment arrangement and be employed at a subsidiary or
of Bacou USA on December 31 of the year for which the bonus is determined.  The
Bonus Plan will be administered by the Compensation Committee of the Board of
Directors of Bacou USA, Inc. in its discretion, and all determinations by such
Committee shall be final and not subject to appeal.

The annual bonus for each covered executive will be determined based upon the
criteria described below.  Any percentage to be applied pursuant to this Plan
shall be applied to the amount of base salary paid by the subsidiary or division
of Bacou USA (not including any unaffiliated predecessor business) to the
Executive during the fiscal year for which the bonus is paid.  If the executive
is employed at a subsidiary with more than one operating division, the criteria
will reflect either subsidiary or divisional financial results, depending upon
the executive's employment agreement, hiring letter or job description.  If the
subsidiary or division was not affiliated with Bacou USA, Inc. for part of the
applicable fiscal year of part or all of the prior fiscal year, then
predecessor results will be used by Bacou USA, Inc. to prepare comparable pro
forma results for purposes of applying this Plan. The criteria are as follows:

1.     The operating profit of either the subsidiary or division which employs
       the executive, determined in accordance with GAAP and expressed as a
       percentage of net sales; provided, however, that operating profit shall
       be determined before amortization of intangible assets established 
       pursuant to purchase accounting rules, before interest on intercompany 
       debt and before income taxes. 

       This criterion shall result in a bonus percentage of one of the following
       amounts, depending upon the applicable operating profit percentage from
       the following chart:

       * up to 5%                  =no bonus is being paid under this criteria
       * above 5%, up to 10%       =5% of base salary will be paid
       * above 10%, up to 15%      =10% of base salary will be paid 
       * above 15%, up to 20%      =15% of base salary will be paid
       * above 20%, up to 25%      =20% of base salary will be paid
       * above 25%, up to 30%      =25% of base salary will be paid
       * above 30%, up to 35%      =30% of base salary will be paid       
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Bonus Plan for Executives of Subsidiaries and Divisions of Bacou USA, Inc. for
1998 and 1999 
February 23, 1998
Page Two


     *  above 35%                   = 35% of base salary will be paid

2.   The growth of the subsidiary's or division's net sales, determined by
     comparing the net sales for the bonus year against the prior fiscal year,
     with an additional bonus equal to one of the following amounts:

     *  up to 5.0%                  = no bonus is being paid under this criteria
     *  above 5%, up to 10%         = 5% of base salary will be paid
     *  above 10%, up to 15%        = 7% of base salary will be paid
     *  above 15%                   = 10% of base salary will be paid

3.   The growth of the subsidiary's or division's operating profit, determined
     by comparing the operating profit for the bonus year against the prior
     fiscal year, with an additional bonus equal to one of the following
     amounts:

     *  growth up to 5.0%           = no bonus is being paid under this criteria
     *  growth above 5%, up to 10%  = 5% of base salary will be paid
     *  growth above 10%, up to 15% = 10% of base salary will be paid
     *  growth above 15%            = 15% of base salary will be paid

4.   Discretionary special bonus for engagements in addition to an executive's
     main job, as per the recommendation of the CEO of Bacou USA, Inc.

5.   Discretionary adjustment of the amounts determined under paragraphs 1-3 as
     per the recommendation of the CEO of Bacou USA, Inc.




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