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

                                    FORM 10-Q

 (Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2001

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

For the transition period from ________________ to __________________

                                     0-28040
                         -------------------------------
                             COMMISSION FILE NUMBER
                         -------------------------------

                                 BACOU USA, INC.
            --------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               DELAWARE                                         05-0470688
         -------------------------------                   ------------------
         (State or other jurisdiction                      (I.R.S. Employer
         of incorporation or organization)                 Identification No.)

        10 THURBER BOULEVARD, SMITHFIELD, RHODE ISLAND         02917-1896
        -------------------------------------------------      ----------
          (Address of principal executive offices)             (Zip Code)

                                           (401) 233-0333
                   -------------------------------------------------------------
                           (Registrant's telephone number, including area code)
                                       ------------------------

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE  PRECEDING 12 MONTHS (OR FOR SUCH  SHORTER  PERIOD THAT THE  REGISTRANT  WAS
REQUIRED  TO FILE  SUCH  REPORTS),  AND  (2) HAS  BEEN  SUBJECT  TO SUCH  FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO [ ]

The number of shares  outstanding of the issuer's Common Stock, $.001 par value,
as of May 7, 2001 was 17,678,665.

<PAGE>


                                 BACOU USA, INC.

                                      INDEX



PART I.   FINANCIAL INFORMATION                                        PAGE NO.

Item 1.   Financial Statements
          Consolidated Condensed Balance Sheets,
          December 31, 2000 and March 31, 2001                             3

          Consolidated Condensed Statements of Income, Three
          Months Ended March 31, 2000 and 2001                             4

          Consolidated Condensed Statements of Cash Flows,
          Three Months Ended March 31, 2000 and 2001                       5

          Notes to Consolidated Condensed Financial Statements         6 - 8

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                         9 - 15

Item 3.   Quantitative and Qualitative Disclosures About Market Risk      15

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings                                               16

Item 6.   Exhibits and Reports on Form 8-K                                16

          Signatures                                                      17

















<PAGE>


PART I. Financial Information
ITEM I. Financial Statements
<TABLE>
<CAPTION>

                        BACOU USA, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                        (in thousands, except share data)
                                                                                            (unaudited)
                                                                    December 31,             March 31,
                                                                        2000                   2001
                                                                  ------------------     ------------------
                              ASSETS
   Current assets:
<S>                                                                      <C>                    <C>
     Cash and cash equivalents.................................        $     980              $   8,983
     Trade accounts receivable, net............................           53,275                 49,910
     Inventories...............................................           45,504                 40,968
     Other current assets......................................            2,024                  3,066
     Deferred income taxes.....................................            1,952                  1,817
                                                                  ------------------     ------------------
       Total current assets....................................          103,735                104,744
   Property and equipment, net.................................           78,392                 76,110
   Intangible assets, net......................................          194,456                191,953
   Other assets................................................            2,947                  2,947
                                                                  ------------------     ------------------
       Total assets............................................        $ 379,530              $ 375,754
                                                                  ==================     ==================

               LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities:
     Current installments of long-term debt....................        $  28,057              $  23,357
     Accounts payable..........................................           11,239                 12,620
     Accrued expenses..........................................           11,788                  7,845
     Income taxes payable......................................            1,542                  3,639
                                                                  ------------------     ------------------
       Total current liabilities...............................           52,626                 47,461
   Long-term debt..............................................           98,178                 91,964
   Deferred income taxes.......................................           13,852                 14,747
   Other liabilities...........................................            1,799                  1,756
                                                                  ------------------     ------------------
       Total liabilities.......................................          166,455                155,928
                                                                  ------------------     ------------------

   Preferred stock, $.001 par value, 5,000,000 shares
     authorized, no shares issued and outstanding..............              ---                    ---
   Common stock, $.001 par value, 50,000,000 shares
     authorized, 17,671,465 shares in 2000 and
     17,675,765 shares in 2001 issued and outstanding..........               18                     18
   Additional paid-in capital..................................           73,800                 73,859
   Retained earnings...........................................          139,257                145,949
                                                                  ------------------     ------------------
       Total stockholders' equity..............................          213,075                219,826
                                                                  ------------------     ------------------
       Total liabilities and stockholders' equity..............        $ 379,530              $ 375,754
                                                                  ==================     ==================

See accompanying notes to consolidated condensed financial statements.


</TABLE>

<PAGE>



                        BACOU USA, INC. AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                      (in thousands, except per share data)
                                   (unaudited)
<TABLE>
<CAPTION>


                                                                        Three Months Ended
                                                                             March 31,
                                                                 ----------------------------------
                                                                     2000                2001
                                                                 --------------      --------------

<S>                                                                 <C>                 <C>
Net sales......................................................     $74,825             $76,761
Cost of sales..................................................      40,262              42,596
                                                                 --------------      --------------
Gross profit...................................................      34,563              34,165

Operating expenses:
  Selling......................................................      11,375              11,991
  General and administrative...................................       5,926               5,353
  Non-recurring costs - evaluating strategic alternatives......         ---                 305
  Research and development.....................................       1,439               1,421
  Amortization of intangible assets............................       2,405               2,485
                                                                 --------------      --------------
Total operating expenses.......................................      21,145              21,555
                                                                 --------------      --------------

Operating income...............................................      13,418              12,610

Other expense (income):
  Interest expense.............................................       2,312               2,068
  Interest income..............................................         (99)                (76)
  Other........................................................         134                 (18)
                                                                 --------------      --------------
Total other expense............................................       2,347               1,974
                                                                 --------------      --------------

Income before income taxes.....................................      11,071              10,636
Income taxes...................................................       4,006               3,943
                                                                 --------------      --------------

Net income.....................................................     $ 7,065             $ 6,693
                                                                 ==============      ==============

Earnings per share:
  Basic........................................................     $  0.40             $  0.38
                                                                 ==============      ==============
  Diluted......................................................     $  0.40             $  0.37
                                                                 ==============      ==============

Weighted average shares outstanding:
  Basic........................................................      17,630              17,673
                                                                 ==============      ==============
  Diluted......................................................      17,649              17,975
                                                                 ==============      ==============

</TABLE>


See accompanying notes to consolidated condensed financial statements.


<PAGE>

<TABLE>
<CAPTION>

                        BACOU USA, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)

                                                                                Three Months Ended
                                                                                     March 31,
                                                                         ----------------------------------
                                                                              2000               2001
                                                                         ---------------    ----------------
Cash flows from operating activities:
<S>                                                                          <C>                 <C>
  Net income...................................................              $ 7,065             $ 6,693
  Adjustments to reconcile net income to net cash provided
    by operating activities:
  Depreciation and amortization................................                4,959               5,167
  Deferred income taxes........................................                1,363               1,030
  Change in assets and liabilities, net of effects of acquired
    companies:
    Trade accounts receivable..................................               (5,027)               3,365
    Inventories................................................                  813               4,536
    Prepaid expenses and other assets..........................               (2,335)             (1,042)
    Accounts payable...........................................                4,480               1,381
    Accrued expenses...........................................               (4,133)             (3,986)
    Income taxes...............................................                2,183               2,097
                                                                         ---------------    ----------------
    Net cash provided by operating activities..................                9,368              19,241
                                                                         ---------------    ----------------

Cash flows from investing activities:
  Capital expenditures.........................................               (3,673)               (382)
  Acquisition of businesses, including direct costs of
    acquisition, net of cash acquired..........................               (5,307)                ---
                                                                         ---------------    ----------------
    Net cash used in investing activities......................               (8,980)               (382)
                                                                         ---------------    ----------------

Cash flows from financing activities:
  Repayment of long-term debt..................................               (5,715)             (5,715)
  Repayments under line of credit..............................                  ---              (5,200)
  Proceeds from exercise of stock options......................                  ---                  59
                                                                         ---------------    ----------------
    Net cash used in financing activities......................               (5,715)            (10,856)
                                                                         ---------------    ----------------

Net increase (decrease) in cash and cash equivalents...........               (5,327)              8,003
Cash and cash equivalents at beginning of period...............               10,272                 980
                                                                         ---------------    ----------------
Cash and cash equivalents at end of period.....................              $ 4,945             $ 8,983
                                                                         ===============    ================
Supplemental disclosures of cash flow information:
  Cash paid during the period for interest.....................              $ 2,455             $ 2,167
                                                                         ===============    ================
  Cash paid during the period for income taxes.................              $   231             $   842
                                                                         ===============    ================

See accompanying notes to consolidated condensed financial statements.
</TABLE>


<PAGE>



                        BACOU USA, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 2001
                                   (unaudited)

1.   BASIS OF PRESENTATION

The  accompanying   consolidated   condensed  financial  statements  ("financial
statements")  include  the  accounts  of Bacou USA,  Inc.  and its  wholly-owned
subsidiaries (together,  the "Company").  The Company designs,  manufactures and
sells leading  brands of products that protect the sight,  hearing,  respiratory
systems  and hands of  workers,  as well as  related  instrumentation  including
vision screeners,  gas monitors and test equipment for self-contained  breathing
apparatus.

The  financial   statements  have  been  prepared  pursuant  to  the  rules  and
regulations  of the  Securities  and  Exchange  Commission  ("SEC")  for interim
financial information, including the instructions to Form 10-Q and Rule 10-01 of
Regulation  S-X.  Accordingly,  certain  information  and  footnote  disclosures
normally required in complete financial  statements  prepared in accordance with
accounting  principles  generally  accepted in the United States of America have
been  condensed  or  omitted.  In the  opinion  of  management  these  financial
statements  include all  adjustments  necessary for a fair  presentation  of the
results of operations for the interim periods  presented.  Results of operations
for interim periods may not be indicative of results expected for a full year.

2.   TRADE ACCOUNTS RECEIVABLE

An allowance for doubtful accounts is deducted from trade accounts receivable in
the accompanying  financial statements.  The allowance for doubtful accounts was
$1,391,000 at December 31, 2000 and $1,271,000 at March 31, 2001.


3.   INVENTORIES
<TABLE>
<CAPTION>

Inventories consist of the following:
                                                                 December 31,               March 31,
(in thousands)                                                       2000                      2001
                                                                ------------------     ------------------

<S>                                                                <C>                      <C>
Raw material and supplies......................................    $16,103                  $17,470
Work-in-process................................................      6,008                    6,113
Finished goods.................................................     23,393                   17,385
                                                                ------------------     ------------------
                                                                   $45,504                  $40,968
                                                                ==================     ==================
</TABLE>


4.   PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS

Accumulated  depreciation  and  amortization  on property and equipment  totaled
$34,415,000 at December 31, 2000 and $37,100,000 at March 31, 2001.  Accumulated
amortization on intangible  assets totaled  $39,923,000 at December 31, 2000 and
$42,426,000 at March 31, 2001.


5.  EARNINGS PER SHARE

Basic  earnings  per share are computed by dividing  income  available to common
stockholders by the weighted-average  number of common shares outstanding during
the  period.   Diluted  earnings  per  share  are  computed  by  increasing  the
weighted-average number of common shares by the dilutive potential common shares
that were outstanding during the period.

Dilutive  potential  common shares during all periods  presented were limited to
the  effect of  outstanding  stock  options  determined  by  application  of the
treasury  stock method.  Dilutive stock options  included in the  computation of
diluted earnings per share totaled 19,000 for the three-month period ended March
31, 2000, and totaled 302,000 for the three-month period ended March 31, 2001.

Based on a purchase  agreement  with the  stockholders  of  Biosystems,  Inc. (a
company  acquired in 1997), if certain earnings targets are met, the Company may
have to issue  common stock to these former  stockholders.  Based upon  analysis
prepared  by the  Company,  it  believes  a  contingent  payment is not due and,
therefore,  contingent  shares  have not been  included  in the  computation  of
earnings per share.

6.  SEGMENT DATA

The Company has three reportable segments, which include the safety segment, the
hand  protection  segment and the optical frames and  instruments  segment.  The
safety  segment  consists of businesses  that  manufacture  consumable  products
(protective eyewear and hearing protection) and technical products  (respirators
and gas  monitors),  all of which are sold  principally  to industrial  and fire
safety  distributors.  The hand protection  segment  consists of businesses that
manufacture  protective  gloves,  sleeves,  apparel and related items, which are
sold  principally  to industrial  safety  distributors.  The optical  frames and
instruments  segment  includes  eyeglass  frames  and  components,   and  vision
screening equipment. Eyeglass frames and components are principally purchased by
optical laboratory  customers who fit frames with prescription  lenses to create
completed eyewear products.  Information presented below as "all other" includes
all non-operating entities.

The  Company  evaluates  segment  performance  based  upon a  measure  of profit
represented  by  operating  income  prior to  non-recurring  gains  and  losses,
intangible  amortization  expense,  interest  and taxes.  The Company  allocates
certain  operating  expenses for legal,  human resource and  information  system
services provided to each segment.

Presented  below is a summary of  financial  data for the  Company's  reportable
segments.  Adjustments to reconcile  segment  operating  income to  consolidated
operating  income for the three  months  ended March 31, 2000 and 2001,  include
amortization  expense  totaling  $2,405,000  in 2000  and  $2,485,000  in  2001.
Reconciling  adjustments  also  include  non-recurring  costs  equal to $305,000
incurred  during  2001 in  connection  with the  ongoing  process of  evaluating
strategic  alternatives.  Segment assets exclude  intercompany  receivables  and
investments in wholly-owned subsidiaries.
<TABLE>
<CAPTION>

                                             Hand       Optical Frames and
                              Safety      Protection       Instruments       All      Reconciling     Consolidate
(in thousands)                Segment      Segment           Segment         Other     Adjustments        Total
Three months ended
March 31, 2000:
<S>                           <C>          <C>            <C>              <C>            <C>           <C>
Net sales................... $ 50,102      $ 15,870       $ 8,853          $  ---         $  ---         $ 74,825
Operating income (loss).....   13,879         2,443         1,043         (1,542)        (2,405)           13,418
Depreciation................    1,895           271           325             63             ---            2,554
Capital expenditures........    3,077           440            71             85             ---            3,673
Total assets (December 31)..  260,075        81,343        25,982         12,130             ---          379,530

Three months ended
March 31, 2001:
Net sales................... $ 49,892      $ 18,813       $ 8,056          $  ---         $  ---         $ 76,761
Operating income (loss).....   12,977         1,952         1,478         (1,007)         (2,790)          12,610
Depreciation................    2,031           323           274             54             ---            2,682
Capital expenditures........       70           163           134             15             ---              382
Total assets................  252,065        77,492        25,222         20,975             ---          375,754

</TABLE>

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS

FACTORS THAT MAY AFFECT FUTURE PERFORMANCE

Statements  contained  in this  Form  10-Q  that are not  historical  facts  are
forward-looking  statements that are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. In addition,  when used
in this Form  10-Q,  words  such as  "believes",  "anticipates",  "expects"  and
similar  expressions  are intended to identify  forward-looking  statements.  We
caution you that a number of important  factors  could cause actual  outcomes to
differ materially from those expressed in any forward-looking statements made by
us, or on our behalf.  Forward-looking  statements involve a number of risks and
uncertainties including, but not limited to:

o    the impact of our ongoing  evaluation  of certain  strategic  alternatives,
     including the possible sale of Bacou USA and Bacou S.A.;
o    general  economic  conditions,  including  the effect of  reductions in the
     number of employees in industries which utilize our products;
o    continued demand for our current product lines;
o    the success of our new product introductions;
o    the success of our acquisition strategy, including our ability to integrate
     new businesses;
o    continued availability and favorable pricing of raw materials;
o    the effect of any work stoppages;
o    the  effect  of  any  business  interruption   resulting  from  electricity
     shortages;
o    competitive pressures;
o    fluctuations in interest rates; and
o    regulatory matters.

We cannot  assure you that we will be able to  anticipate or respond in a timely
fashion to changes in any of the factors  listed  above,  which could  adversely
affect our  operating  results in one or more  fiscal  quarters.  Our  operating
results in any past period should not be considered indicative of the results to
be expected for future periods.  Fluctuations in our operating  results may also
result in fluctuations in the price of our common stock.

RECENT DEVELOPMENTS

Strategic Review

We announced on July 10, 2000 that both we and our majority  shareholder,  Bacou
S.A.,  would engage  investment  bankers to explore  strategic  alternatives  to
enhance  value for our  respective  shareholders.  Bacou S.A.  owns 12.6 million
shares,  or approximately  71.4%, of Bacou USA and is controlled by four members
of the Bacou family ("Bacou Family"). In the event of a sale by the Bacou Family
of its direct  and  indirect  interests  in Bacou  S.A.,  a buyer also would own
indirectly  the 12.6  million  shares of Bacou USA that are held by Bacou  S.A.,
thereby obtaining indirect control of Bacou USA.

Walter Stepan, a Director and Co-Chairman of Bacou USA, former President and CEO
of Bacou USA and a Director of Bacou  S.A.,  was  selected to lead the  internal
task force on behalf of both  companies to evaluate our  strategic  alternatives
together with investment bankers.

On July 14, 2000,  we announced  that Bacou USA and the Bacou Family had engaged
Deutsche Bank Securities as financial  advisor in connection with this review of
strategic  alternatives.  At the same time,  we announced an agreement  with the
Bacou Family that any offer for their interests in Bacou S.A. also would contain
an undertaking to purchase the shares of the minority  stockholders of Bacou USA
and that any such  purchase  would be on  substantially  similar  terms as those
applicable to any sale by the Bacou Family of their indirect  interests in Bacou
USA. Terms of the agreements  with Deutsche Bank Securities and the Bacou Family
were detailed in a Form 8-K filing with the Securities  and Exchange  Commission
on July 14, 2000.

At the time of our  announcement  on July 14, 2000, we expected a decision to be
reached, and any resulting transaction to be consummated,  at the end of 2000 or
the  beginning of 2001. In December  2000,  we announced  that the process would
continue into 2001.  In February  2001,  Bacou USA announced  that the review of
strategic alternatives was ongoing but was not expected to be concluded (nor any
transaction  consummated) during the first quarter of 2001. The process is still
ongoing,  and the  outcome  of the  review  cannot be  determined  at this time.
Moreover,  there can be no assurance that any  transaction  will result from the
review of strategic alternatives and if achieved, when such transaction would be
consummated.

National Economic Conditions

During the first quarter of 2001, leading economic  indicators have pointed to a
slowdown in the United States economy.  A number of manufacturing  companies and
other businesses, including some companies that use our products, have announced
layoffs and  projections  for reduced  output in 2001.  While it is premature to
know the ultimate  impact of such events on Bacou USA, it is possible  that such
actions could affect the volume of purchases of our products by these  companies
and as a result, there could be an adverse effect on our business and results of
operations  in 2001.  Our domestic  sales during the first  quarter of 2001 were
equal to $65.0  million,  increasing  only slightly from domestic sales of $64.4
million during the first quarter of 2000. We believe that growth in our domestic
sales was limited in part due to the slowing U.S. economy.

Acquisitions

On June 30,  2000,  we  purchased  substantially  all of the assets and  assumed
substantially  all of the  liabilities of Whiting + Davis,  a  manufacturer  and
distributor  of metal mesh  gloves,  sleeves and apparel.  Operating  results of
Whiting + Davis have been  included  in our  consolidated  financial  statements
beginning with the acquisition date.

RESULTS OF OPERATIONS

The  following  table  presents  selected  operating  data and such  amounts  as
percentages of net sales for the periods indicated.

                                          THREE MONTHS ENDED MARCH 31,
                                     -------------------------------------------
(in thousands, except percentages)             2000                  2001
                                     --------------------  ---------------------

Net sales(1)....................... $74,825     100.0%       $76,761     100.0%
Cost of sales......................  40,262       53.8        42,596       55.5
                                    -------    -------    ----------  ---------
Gross profit.......................  34,563       46.2        34,165       44.5

Operating expenses:
  Selling(1).......................  11,375       15.2        11,991       15.6
  General and administrative.......   5,926        8.0         5,353        7.0
  Non-recurring costs - evaluating
   strategic alternatives..........     ---        ---           305        0.4
  Research and development.........   1,439        1.9         1,421        1.9
  Amortization of intangible
   assets..........................   2,405        3.2         2,485        3.2
                                    -------      -----      --------    -------
  Total operating expenses.........  21,145       28.3        21,555       28.1

  Operating income.................  13,418       17.9        12,610       16.4
  Other expense....................   2,347        3.1         1,974        2.6
                                    -------      -----      --------    -------
  Income before income taxes.......  11,071       14.8        10,636       13.8
  Income taxes.....................   4,006        5.4         3,943        5.1
                                    -------      -----      --------    -------
  Net Income....................... $ 7,065        9.4       $ 6,693        8.7
                                    =======      =======    ========    =======


(1)  During the fourth quarter of 2000 the company adopted  Emerging Issues Task
     Force Issue No.  00-10,  "Accounting  for Shipping  and  Handling  Fees and
     Costs",  which  required  the  company  to  classify   reimbursements  from
     customers for shipping and handling  costs as sales rather than a reduction
     of the  related  operating  cost.  Amounts  totaling  $605,000,  previously
     reported in the 2000 period as  reductions to selling  expenses,  have been
     reclassified and reported as sales as required by this new pronouncement.

THREE  MONTHS  ENDED MARCH 31, 2000  COMPARED  WITH THREE MONTHS ENDED MARCH 31,
2001

Net Sales.  Our net sales increased 2.6% from $74.8 million for the three months
ended March 31, 2000 to $76.8 million for the three months ended March 31, 2001.
Net sales for our safety  segment were $50.1  million in 2000  compared to $49.9
million in 2001. Net sales for our hand protection  segment increased 18.5% from
$15.9  million in 2000 to $18.8 million in 2001.  Sales for our hand  protection
segment  increased 6.3% from internal growth and 12.2% due to inclusion of sales
for our recently  acquired  Whiting + Davis business.  Net sales for our optical
frames  and  instruments  segment  declined  from $8.8  million  in 2000 to $8.1
million in 2001.

International  sales  increased  14.3% from $10.4  million for the three  months
ended March 31, 2000 to $11.8 million for the three months ended March 31, 2001.
Domestic sales for the quarter increased  slightly from $64.4 million in 2000 to
$65.0 million in 2001. We believe that growth in our domestic  sales was limited
in part due to the slowing U.S.  economy (see  "Recent  Developments  - National
Economic Conditions").

Cost of Sales. Our cost of sales increased 5.8% from $40.3 million for the three
months  ended March 31, 2000 to $42.6  million for the three  months ended March
31, 2001, due to increased sales volume and slightly higher labor costs.

Gross  Profit.  Our gross profit  declined 1.2% from $34.6 million for the three
months  ended March 31, 2000 to $34.2  million for the three  months ended March
31, 2001.  Our gross margin  declined  from 46.2% in 2000 to 44.5% in 2001.  The
reduction  in  our  gross  margin  was  primarily  attributable  to  substantial
increases in the sale of our glove products, which have lower gross margins than
our  other  product  lines.  Our  gross  margin  for the  2001-quarter  was also
adversely affected due to higher labor costs resulting from employment levels at
certain of our manufacturing  facilities that were higher than necessary for the
reduced  demand.  In reaction to reduced  demand,  we reduced our  workforce  by
approximately  176  positions or 7% of our  workforce  during March and April of
2001.


<PAGE>

Operating Expenses. Our operating expenses increased 1.9% from $21.1 million for
the three  months  ended  March 31, 2000 to $21.6  million for the three  months
ended March 31, 2001. Our 2001 operating expenses included  non-recurring  costs
totaling $305,000 incurred in connection with our ongoing  evaluation of certain
strategic   alternatives.   We  are   continuing  our  evaluation  of  strategic
alternatives  and expect to incur  additional  costs during 2001;  however,  the
amount of such costs is not estimable at this time.

Operating  Income.  As a result of the foregoing,  our operating income declined
6.0% from $13.4  million  for the three  months  ended  March 31,  2000 to $12.6
million  for the three  months  ended  March 31,  2001.  Our  operating  income,
excluding  non-recurring  costs,  was $13.4  million for the three  months ended
March 31, 2000 and $12.9 million for the three months ended March 31, 2001.

Other  Expense.  Other  expense  consists  principally  of net interest  expense
totaling $2.2 million for the three months ended March 31, 2000 and $2.0 million
for the three  months  ended March 31, 2001.  We had debt  outstanding  totaling
$138.2  million at March 31, 2000,  and $115.3  million at March 31, 2001,  with
interest rates on most of this debt variable based upon  three-month  LIBOR. Our
interest expense declined from the 2000-period to 2001 due to lower average debt
balances outstanding.

Income Taxes. Our effective income tax rate was 36.2% for the three months ended
March 31,  2000 and  37.1%  for the three  months  ended  March  31,  2001.  The
effective  rate in both  periods was higher than the federal  statutory  rate of
35.0% due to state and local income taxes. We have not recorded a tax benefit on
any of the  costs  incurred  in  connection  with our  evaluation  of  strategic
alternatives,  thereby  resulting in an increase to our  effective tax rate from
2000 to 2001.

Net Income.  As a result of the  foregoing,  our net income  declined  from $7.1
million  ($0.40 per diluted  share) for the three months ended March 31, 2000 to
$6.7  million  ($0.37 per diluted  share) for the three  months  ended March 31,
2001. Our net income, excluding non-recurring costs, was $7.1 million ($0.40 per
diluted share) for the three months ended March 31, 2000 and $7.0 million ($0.39
per diluted share) for the three months ended March 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES

Our  liquidity  historically  has  been  derived  from  cash  flow  provided  by
operations  and,  periodically,  from bank  borrowings  utilized  to finance the
acquisition of businesses and certain  capital  expenditures.  We utilize EBITDA
(earnings before interest, taxes, depreciation and amortization) as a measure of
our cash flow  provided  by  operations.  EBITDA  should  not be  considered  in
isolation  or as a  substitute  for net  earnings or cash  provided by operating
activities,  each  prepared in accordance  with  generally  accepted  accounting
principles.  EBITDA  as  reported  by us  is  equal  to  operating  income  plus
depreciation  and  amortization,  adjusted (when  applicable) for  non-recurring
items.  Our EBITDA was $18.1  million for the three  months ended March 31, 2001
and $18.4 million for the three months ended March 31, 2000.

Our working capital increased by $6.2 million from $51.1 million at December 31,
2000, to $57.3 million at March 31, 2001.  Improvement  in our net cash position
was the primary  cause for the  increase in working  capital,  as cash  balances
increased  by $8.0  million and we repaid  outstanding  principal on our line of
credit equal to $5.2 million. We reduced inventories by $4.5 million and reduced
trade  accounts  receivable  by $3.4 million  during the quarter ended March 31,
2001. Our key working  capital  (accounts  receivable,  plus  inventories,  less
accounts  payable)  improved by $9.3 million from December 31, 2000 to March 31,
2001.

Cash used for investing activities was equal to $382,000 during the three months
ended March 31, 2001, consisting entirely of capital expenditures. Cash used for
investing  activities  was equal to $9.0  million  during the three months ended
March 31, 2000, consisting of capital expenditures of $3.7 million and cash paid
for the  acquisition of businesses of $5.3 million.  Payments in the 2000-period
relating to the  acquisition  of  businesses  consisted  principally  of a final
payment of contingent  consideration due on the acquisition of Perfect Fit Glove
Co., Inc. ("Perfect Fit").

Pursuant to our stock  purchase  agreement  with  Biosystems,  Inc., the initial
purchase price for our 1997  acquisition of that company may be increased if the
operating  results of this  business  during the year ended  December  31, 2000,
exceed certain defined  thresholds of  profitability.  If defined  profitability
levels are not achieved,  no contingent  payment is required.  If, however,  the
operating results of this business meet these defined  profitability levels then
a minimum contingent payment equal to $5.0 million will be due, increasing based
upon a  sliding  scale  thereafter.  Based  upon  our  analysis,  we  believe  a
contingent  payment  is not  due.  According  to  the  purchase  agreement,  our
determination  of  contingent   payments  due  may  be  subject  to  arbitration
provisions. Contingent payments (if any) would be payable in unregistered shares
of our common stock,  except that the former  stockholders  of Biosystems,  Inc.
have the option to receive  all or part of any payment in cash.  Any  contingent
payment would be due in 2001 and would result in additional goodwill.  We expect
to  finance  the  cash  portion  of any such  payment  from  operations  or bank
borrowings.

In connection with certain  acquisitions,  we entered into two credit agreements
with Banque Nationale de Paris ("BNP").  Pursuant to the credit agreements,  BNP
made term loans to Bacou USA in the original  principal amount of $110.0 million
(in  February  1998) and $50.0  million  (in March  1999).  Both  loans  require
principal  repayments  in equal  quarterly  installments  over  seven  years and
require  quarterly  interest payments at annual rates equal to three-month LIBOR
plus 0.50% and 0.60%, respectively.

We have  entered  into a  credit  agreement  with  Fleet  National  Bank  (f/k/a
BankBoston,  N.A.) as agent for participating banks ("Fleet"). Under this credit
agreement  the bank  established  a  revolving  line of credit  facility  with a
maximum principal limit of $36.0 million ("Fleet Revolving Facility"). Principal
outstanding under the Fleet Revolving  Facility will bear interest at our option
at either (a) a fixed rate equal to LIBOR  plus  0.70%,  or (b) a floating  rate
equal to Fleet's  base rate.  There  were no  amounts  outstanding  on the Fleet
Revolving Facility at March 31, 2001.

Fleet also has agreed to  purchase up to $30.0  million of economic  development
revenue bonds issued by Rhode Island Industrial  Facilities  Corporation ("RIIFC
Revenue Bonds").  At March 31, 2001, there was a principal  balance  outstanding
equal to $11.2  million  under the RIIFC Revenue  Bonds.  Principal  outstanding
bears interest at fixed rates ranging from LIBOR plus 0.70% to LIBOR plus 0.95%.
Repayment  of  principal  under  the  RIIFC  Revenue  Bonds is due in  quarterly
installments of $500,000  beginning  February 1, 2002,  increasing to $1,500,000
beginning February 1, 2005, with a final payment of any remaining  principal due
on August 1, 2006.

In  connection  with our  acquisition  of Perfect  Fit we  assumed  indebtedness
outstanding  under Wilkes  County  Industrial  Development  Revenue Bonds in the
principal  amount of $6.3  million.  Principal  outstanding  under these revenue
bonds bears  interest at a variable  rate,  which averaged 3.2% during the three
months ended March 31, 2001. In March 2000, we restructured  the repayment terms
of these bonds such that the remaining  principal balance of $5.6 million is now
due in full on December 31, 2006.

We are pursuing a business  strategy that includes  acquisitions as an important
element. As a result, we may incur additional  indebtedness,  may be required to
negotiate  additional  credit  facilities,  or  may  issue  preferred  stock  or
additional  common  stock in order to fund  potential  future  acquisitions.  We
believe  we would  have  access  to  sufficient  capital  to  consummate  future
acquisitions. Except for cash requirements to fund acquisitions, we believe that
cash flow provided by our operating  activities  together with unused  borrowing
capacity  will be  sufficient  to fund our working  capital  requirements,  debt
service requirements and capital expenditures for the foreseeable future.

Seasonality

Our  business  has been  subject to slight  seasonal  variations,  which we have
attributed to fluctuations in industrial  activity and annual weather  patterns.
Historically,  our sales from November through February have been somewhat lower
than other periods due to anticipated  lower demand in the more inclement winter
months and planned inventory  reductions by major  distributors.  In addition to
seasonality,  our  business  has been  variable  period to  period  due to other
factors,  including  promotional  activity  undertaken  by  us  in  response  to
competitive pressures, market demand, production capacity,  inventory levels and
other considerations.

Effects of Inflation

Inflation  during recent years has been modest and has not had a material impact
upon the results of our operations.

New Accounting Pronouncements

In September  1998, the Financial  Accounting  Standards  Board ("FASB")  issued
Statement of Financial  Accounting Standards No. 133, "Accounting for Derivative
Instruments  and Hedging  Activities".  This  statement  requires  companies  to
recognize  derivatives  as either assets or liabilities on the balance sheet and
measure  those  instruments  at  fair  value.  We were  required  to  adopt  the
provisions of this statement January 1, 2001. Adoption of this pronouncement did
not have a material impact on our financial condition or results of operations.

In September 2000, the FASB Emerging Issues Task Force ("EITF")  discussed Issue
No. 00-22  "Accounting  for Points and Certain Other  Time-Based or Volume-Based
Sales Incentive Offers, and Offers for Free Products or Services to Be Delivered
in the Future".  A consensus has not yet been reached on this matter.  Issue No.
00-22  addresses the  accounting for future offers to customers of free product,
discounts  or rebates  which will be awarded  only if the  customer  completes a
specified  cumulative level of revenue  transactions or remains a customer for a
specified time period.  This pronouncement may result in a  reclassification  of
certain  costs  within  our  income  statement,  but is not  expected  to have a
material impact on our financial condition or results of operations.

In April 2001, the EITF reached a consensus on Issue No. 00-25  "Accounting  for
Consideration  from a Vendor to a Retailer in  Connection  with the  Purchase or
Promotion of the Vendor's  Products".  Issue No. 00-25 addresses whether certain
consideration  offered by a vendor to a  distributor,  including  slotting fees,
cooperative  advertising   arrangements  and  "buy-down"  programs,   should  be
characterized as operating expenses or reductions of revenue. This pronouncement
may result in a  reclassification  of certain costs within our income statement,
but is not  expected to have a material  impact on our  financial  condition  or
results of operations.  We must adopt the provisions of this pronouncement on or
before January 1, 2002.


In  February  2001,  the  FASB  issued  a  revised  exposure  draft,   "Business
Combinations  and Intangible  Assets -- Accounting  for Goodwill".  As currently
drafted,  this  pronouncement  would  become  effective  for us during our first
fiscal   quarter   after  its  issuance  and  would  require  that  goodwill  be
periodically tested for impairment but no longer be amortized.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk can result from  fluctuations  in interest rates,  foreign  currency
exchange rates,  commodity prices or other market exposures.  Uncertainties that
are either non-financial or non-quantifiable,  such as political, economic, tax,
other regulatory or credit risks are not included in the following assessment of
our market risks.

We  believe  our only  material  market  risk  exposure  is the risk of  adverse
fluctuations  in interest  rates.  At March 31,  2001,  we had debt  outstanding
totaling  $115.3  million.  Interest rates on  principally  all of this debt are
variable based upon three-month  LIBOR.  Three-month LIBOR approximated 4.88% at
March 31, 2001.

We have  prepared  sensitivity  analyses of our interest rate exposure to assess
the future  impact of  hypothetical  changes in interest  rates.  Based upon the
results of these  analyses,  we believe  that a 10% adverse  change from current
interest rates would result in the potential loss of after-tax earnings over the
next twelve months equal to approximately $377,000, or $0.02 per share.


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As reported in our Report on Form 10-K/A for the year ended  December  31, 2000,
we  instituted  a civil  action for a  declaratory  judgment in the Rhode Island
Superior Court. A second defendant has been added and this case has been removed
to the U.S. District Court for the District of Rhode Island. The defendants have
filed a  counterclaim  against us, which we have denied,  for $4.0 million.  The
case is in discovery.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibit Index

EXHIBIT NUMBER          DESCRIPTION OF EXHIBIT
 -------------          ----------------------

 None

(b) Reports on Form 8-K

The Company filed one report on Form 8-K during the quarterly period ended March
31, 2001. The report,  dated February 26, 2001,  reported our financial  results
for the year ended  December  31,  2000 and  provided  an update on our  ongoing
evaluation of strategic alternatives.


<PAGE>


SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


Dated: May 14, 2001



BACOU USA, INC.
(Registrant)



/s/ Adrien W. Hebert                        /s/ Jeffrey T. Brown
-------------------------------             ----------------------------
Adrien W. Hebert                            Jeffrey T. Brown
Chief Financial Officer                     Chief Accounting Officer