(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2000

                                       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 November 6, 2000 was 17,670,865.


<PAGE>


                                 BACOU USA, INC.

                                      INDEX




PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

          Consolidated Condensed Balance Sheets,
          December 31, 1999 and September 30, 2000

          Consolidated Condensed Statements of Income, Three and
          Nine Months Ended September 30, 1999 and 2000

          Consolidated Condensed Statements of Cash Flows,
          Nine Months Ended September 30, 1999 and 2000

          Notes to Consolidated Condensed Financial Statements

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

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings

Item 6.   Exhibits and Reports on Form 8-K

          Signatures



<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,    September 30,
                                                                    1999             2000
                                                                -----------     ------------
                                     ASSETS
Current assets:
<S>                                                             <C>             <C>
  Cash and cash equivalents.................................    $    10,272     $        732
  Trade accounts receivable, net............................         41,653           51,822
  Inventories...............................................         42,433           45,358
  Other current assets......................................          1,634            3,689
  Deferred income taxes.....................................          3,733            3,150
                                                                -----------     ------------
    Total current assets....................................         99,725          104,751

Property and equipment, net.................................         74,410           79,221
Intangible assets, net......................................        194,258          197,040
Other assets................................................          3,032            2,947
                                                                -----------     ------------
    Total assets............................................    $   371,425     $    383,959
                                                                ===========     ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current installments of long-term debt..................      $    23,637     $     27,857
  Accounts payable..........................................         10,559           15,398
  Accrued expenses..........................................         20,492           11,493
  Income taxes payable......................................          1,027            2,020
                                                                -----------     ------------
    Total current liabilities...............................         55,715           56,768
Long-term debt..............................................        120,256          103,893
Deferred income taxes.......................................         11,550           14,473
Other liabilities...........................................          2,449            1,874
                                                                -----------     ------------
    Total liabilities.......................................        189,970          177,008
                                                                -----------     ------------

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, 17,660,865 shares in 2000 and
  17,629,865 shares in 1999 issued and outstanding..........             18               18
Additional paid-in capital..................................         73,060           73,653
Retained earnings...........................................        108,377          133,280
                                                                -----------     ------------
    Total stockholders' equity..............................        181,455          206,951
                                                                -----------     ------------
    Total liabilities and stockholders' equity..............    $   371,425        $ 383,959
                                                                ===========     ============

See accompanying notes to consolidated condensed financial statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

                                                     Three Months Ended        Nine Months Ended
                                                        September 30,            September 30,
                                                   ---------------------    -----------------------
                                                      1999         2000         1999        2000
                                                   ---------------------    -----------------------

<S>                                                <C>           <C>        <C>          <C>
Net sales....................................      $  72,940     $ 81,400   $  201,422   $  237,143
Cost of sales................................         38,177       45,498      106,036      128,241
                                                   ---------     --------   ----------   ----------
Gross profit.................................         34,763       35,902       95,386      108,902

Operating expenses:
  Selling....................................         10,070       11,382       28,752       34,397
  General and administrative.................          6,263        5,298       16,726       16,714
  Research and development...................          1,347        1,463        3,819        4,325
  Amortization of intangible assets..........          2,570        2,510        6,993        7,342
                                                   ---------     --------   ----------   ----------
Total operating expenses.....................         20,250       20,653       56,290       62,778
                                                   ---------     --------   ----------   ----------

Operating income.............................         14,513       15,249       39,096       46,124

Other expense (income):
  Interest expense...........................          2,434        2,465        6,342        7,213
  Interest income............................            (25)         (10)         (50)        (191)
  Other......................................            178         (417)           7           57
                                                   ---------     --------   ----------   ----------
Total other expense..........................          2,587        2,038        6,299        7,079
                                                   ---------     --------   ----------   ----------

Income before income taxes...................         11,926       13,211       32,797       39,045
Income taxes.................................          4,291        4,745       11,780       14,142
                                                   ---------     --------   ----------   ----------

Net income...................................      $   7,635     $  8,466   $   21,017   $   24,903
                                                   =========     ========   ==========   ==========

Earnings per share:
  Basic......................................      $    0.43     $   0.48   $     1.19   $     1.41
                                                   =========     ========   ==========   ==========
  Diluted....................................      $    0.43     $   0.47   $     1.19   $     1.40
                                                   =========     ========   ==========   ==========

Weighted average shares outstanding:
  Basic......................................         17,627       17,659       17,623       17,646
                                                   =========     ========   ==========   ==========
  Diluted....................................         17,694       17,933       17,711       17,794
                                                   =========     ========   ==========   ==========

See accompanying notes to consolidated condensed financial statements.

</TABLE>

<PAGE>

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

                                                                          Nine Months Ended
                                                                             September 30,
                                                                      -----------------------
                                                                          1999         2000
                                                                      -----------------------
Cash flows from operating activities:
<S>                                                                   <C>           <C>
  Net income.......................................................   $  21,017     $  24,903
  Adjustments to reconcile net income to net cash provided
    by operating activities:
  Depreciation and amortization....................................      13,190        14,870
  Deferred income taxes............................................       2,246         3,506
  Change in assets and liabilities, net of effects of acquired
    companies:
    Trade accounts receivable......................................     (12,214)       (9,505)
    Inventories....................................................       4,015        (1,999)
    Prepaid expenses and other assets..............................         730        (1,821)
    Accounts payable...............................................      (3,097)        3,395
    Accrued expenses...............................................       1,361        (4,689)
    Income taxes...................................................         261           993
                                                                      ---------     ---------
    Net cash provided by operating activities......................      27,509        29,653
                                                                      ---------     ---------

Cash flows from investing activities:
  Capital expenditures.............................................     (14,510)      (12,152)
  Insurance proceeds received for repair of property...............         ---         1,140
  Proceeds from sale of equipment..................................         ---           426
  Acquisition of businesses, including direct costs of
    acquisition, net of cash acquired..............................     (38,336)      (16,709)
                                                                      ---------     ---------
    Net cash used in investing activities..........................     (52,846)      (27,295)
                                                                      ---------     ---------

Cash flows from financing activities:
  Proceeds from long-term debt.....................................      61,160           ---
  Repayment of long-term debt......................................     (16,092)      (17,491)
  Borrowings (repayments) under note payable, net..................     (16,304)        5,000
  Proceeds from exercise of stock options..........................         313           593
                                                                      ---------     ---------
    Net cash provided by (used in) financing activities............      29,077       (11,898)
                                                                      ---------     ---------

Net increase (decrease) in cash and cash equivalents...............       3,740        (9,540)
Cash and cash equivalents at beginning of period...................       1,090        10,272
                                                                      ---------     ---------
Cash and cash equivalents at end of period.........................   $   4,830     $     732
                                                                      =========     =========
Supplemental disclosures of cash flow information:
  Cash paid during the period for interest.........................   $   6,392     $   7,405
                                                                      =========     =========
  Cash paid during the period for income taxes.....................   $   9,609     $   9,504
                                                                      =========     =========

See accompanying notes to consolidated condensed financial statements.

</TABLE>

<PAGE>


                        BACOU USA, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (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
$1,168,000 at December 31, 1999 and $1,096,000 at September 30, 2000.


3.   INVENTORIES

Inventories consist of the following:
                                               December 31,        September 30,
(in thousands)                                    1999                  2000
                                               ------------        -------------

Raw material and supplies............          $   16,137          $    17,909
Work-in-process......................               4,629                5,605
Finished goods.......................              21,667               21,844
                                               ------------        -------------
                                               $   42,433          $    45,358
                                               ============        =============

4.   PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS

Accumulated  depreciation  and  amortization  on property and equipment  totaled
$25,440,000  at  December  31,  1999 and  $32,730,000  at  September  30,  2000.
Accumulated  amortization on intangible  assets totaled  $30,004,000 at December
31, 1999 and $37,394,000 at September 30, 2000.

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 67,000 for the three-month  period and 88,000
for the nine-month  period ended September 30, 1999, and totaled 274,000 for the
three-month  period and 148,000 for the  nine-month  period ended  September 30,
2000.

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.  The Company has not
included any such  contingent  shares in the  computation  of earnings per share
because the  necessary  conditions  for  issuance of these  shares have not been
satisfied.

6.  SEGMENT DATA

The Company has three reportable segments, which include the safety segment, the
glove 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 glove segment consists of businesses that manufacture  protective gloves 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. Effective January 1, 2000,
the Company  began to allocate to its segments  operating  expenses  relating to
legal,  human  resource  and  information  system  services  it  provided to its
subsidiaries.  Segment  operating results for 1999 have been restated to conform
to the new policy.

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 September 30, 1999 and 2000, include
amortization  expense  totaling  $2,570,000  in 1999  and  $2,510,000  in  2000.
Adjustments to reconcile  segment  operating  income to  consolidated  operating
income  for  the  nine  months  ended  September  30,  1999  and  2000,  include
amortization  expense  totaling  $6,993,000  in 1999  and  $7,342,000  in  2000.
Reconciling   adjustments  also  include   non-recurring   charges  incurred  in
connection  with the 1999  acquisition  of  Perfect  Fit  Glove  Co.,  Inc.  and
affiliates  ("Perfect Fit") and the July 2000 acquisition of the Whiting + Davis
Safety division of WDC Holdings, Inc. ("Whiting + Davis"). Non-recurring charges
were equal to $590,000 for the nine months ended  September 30, 1999,  and equal
to $204,000 for the three- and  nine-month  periods  ended  September  30, 2000.
Amounts shown below for "all other"  capital  expenditures  have been reduced by
$1,139,000 for inter-segment transfers to the safety and glove segments. Amounts
shown below for total assets exclude intercompany receivables and investments in
wholly-owned subsidiaries.

<TABLE>
<CAPTION>
                                                                Optical
                                                              Frames and
                                          Safety     Glove    Instruments    All      Reconciling   Consolidated
(in thousands)                            Segment    Segment    Segment     Other     Adjustments      Total
                                          -------    -------  ---------     ------    -----------   ------------
Three months ended September 30, 1999:

<S>                                      <C>        <C>        <C>        <C>         <C>         <C>
Net sales ............................   $ 52,351   $ 13,007   $  7,582     $   --    $     --      $ 72,940
Operating income (loss) ..............     15,870      2,071        921     (1,779)     (2,570)       14,513
Depreciation .........................      1,464         31        369          8          --         1,872
Capital expenditures .................      7,782        158        308        271          --         8,519

Three months ended September 30, 2000:
Net sales ............................   $ 56,865   $ 17,335   $  7,200     $   --    $     --      $ 81,400
Operating income (loss) ..............     16,106      1,857      1,007     (1,007)     (2,714)       15,249
Depreciation .........................      1,878        287        319         62          --         2,546
Capital expenditures .................      3,243        190         37        108          --         3,578


Nine months ended September 30, 1999:
Net sales ............................   $150,821   $ 25,795   $ 24,806     $   --    $     --      $201,422
Operating income (loss) ..............     44,619      3,909      2,664     (4,513)     (7,583)       39,096
Depreciation .........................      4,768        306      1,107         16          --         6,197
Capital expenditures .................     11,513        214      2,440        343          --        14,510
Total assets (December 31) ...........    254,813     62,088     37,552     16,972          --       371,425

Nine months ended September 30, 2000:
Net sales ............................   $164,639   $ 49,033   $ 23,471     $   --    $     --      $237,143
Operating income (loss) ..............     47,605      6,959      2,839     (3,733)     (7,546)       46,124
Depreciation .........................      5,595        790        957        186          --         7,528
Capital expenditures .................     11,304      1,578        137       (867)         --        12,152
Total assets .........................    263,143     80,009     27,299     13,508          --       383,959

</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    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 and achieve expected cost savings;
o    continued availability and favorable pricing of raw materials;
o    the effect of any work stoppages;
o    competitive pressures;
o    general economic conditions, including 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

On July 10, 2000, we announced  that both our principal  shareholder  and we had
decided to explore strategic  alternatives to enhance value for the shareholders
of Bacou S.A. and Bacou USA. On July 14, 2000,  we announced  that Bacou USA and
the principal  shareholders of Bacou S.A. had engaged  Deutsche Bank Securities,
Inc. as  financial  advisor in  connection  with our  exploration  of  strategic
alternatives. We also announced an agreement between Bacou USA and the principal
shareholders of Bacou S.A. that they will not accept any offer to purchase their
interests in Bacou S.A.  unless it contains an  undertaking by the buyer of such
interests  also to purchase the shares of the minority  public  stockholders  of
Bacou USA at a per share price  equivalent to that which is  attributable to the
Bacou USA shares held by Bacou S.A.

We currently believe the aforementioned process is likely to result in a sale of
the business of Bacou USA and Bacou S.A. in their entireties to one purchaser in
a single  transaction.  Although we cannot  provide any  assurances at this time
whether or not a  transaction  will  occur,  we  currently  anticipate  that any
resulting  transaction will be consummated in the first quarter of 2001. We will
incur certain costs in connection  with this process that will be charged to our
operating  results.  We expect to incur  these  costs  primarily  in the  fourth
quarter of 2000 and the first quarter of 2001.

ACQUISITIONS

Effective  July 1,  2000,  we  acquired  Whiting  + Davis,  a  manufacturer  and
distributor of metal mesh safety apparel.  Operating  results of Whiting + Davis
have been included in our consolidated results beginning on July 1, 2000.

On  April 1,  1999,  we  purchased  substantially  all the  assets  and  assumed
substantially all the liabilities of Perfect Fit, a manufacturer and distributor
of protective  gloves and other related  products.  Operating results of Perfect
Fit have been included in our consolidated results beginning on April 1, 1999.

RESULTS OF OPERATIONS

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

<PAGE>
<TABLE>
<CAPTION>

                                        THREE MONTHS ENDED SEPTEMBER 30,        NINE MONTHS ENDED SEPTEMBER 30,
                                        ----------------------------------      -----------------------------------
(in thousands, except percentages)              1999            2000                    1999             2000
                                        ----------------------------------      -----------------------------------

<S>                                     <C>        <C>     <C>       <C>        <C>        <C>     <C>        <C>
Net sales ...........................   $72,940    100.0%  $81,400   100.0%     $201,422   100.0%  $237,143   100.0%
Cost of sales (1) ...................    38,177     52.3    45,498    55.9       106,036    52.6    128,241    54.1
                                        -------    -----   -------   -----      --------   -----   --------   -----
Gross profit ........................    34,763     47.7    35,902    44.1        95,386    47.4    108,902    45.9

Operating expenses:
  Selling ...........................    10,070     13.8    11,382    14.0        28,752    14.3     34,397    14.5
  General and administrative ........     6,263      8.6     5,298     6.5        16,726     8.3     16,714     7.0
  Research and development ..........     1,347      1.9     1,463     1.8         3,819     1.9      4,325     1.8
  Amortization of intangible assets .     2,570      3.5     2,510     3.1         6,993     3.5      7,342     3.1
                                        -------    -----   -------   -----       -------   -----   --------   -----
Total operating expenses ............    20,250     27.8    20,653    25.4        56,290    28.0     62,778    26.4
                                        -------    -----   -------   -----       -------   -----   --------   -----

Operating income ....................    14,513     19.9    15,249    18.7        39,096    19.4     46,124    19.5
Other expense .......................     2,587      3.5     2,038     2.5         6,299     3.1      7,079     3.0
                                        -------    -----   -------   -----       -------   -----   --------   -----
Income before income taxes ..........    11,926     16.4    13,211    16.2        32,797    16.3     39,045    16.5
Income taxes ........................     4,291      5.9     4,745     5.8        11,780     5.9     14,142     6.0
                                        -------    -----   -------   -----       ------    -----   --------   -----
Net income ..........................   $ 7,635     10.5   $ 8,466    10.4      $ 21,017    10.4   $ 24,903    10.5
                                        =======    =====   =======   =====      ========   =====   ========   =====
</TABLE>


(1)  Amounts  shown  above  include   non-operating   charges   resulting   from
acquisitions  totaling $0.2 million for the three-and nine-month  periods ended
September  30, 2000,  and $0.6 million for the nine months ended  September  30,
1999.

THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED WITH THREE MONTHS ENDED
SEPTEMBER 30, 2000

Net Sales. Our net sales increased 11.6% from $72.9 million for the three months
ended  September 30, 1999 to $81.4 million for the three months ended  September
30, 2000. Net sales for our safety segment  increased 8.6% from $52.4 million in
1999 to $56.9 million in 2000,  representing  a 3.8% increase in domestic  sales
and a 33.9% increase in foreign sales. Net sales for our glove segment increased
33.3% from $13.0 million in 1999 to $17.3  million in 2000.  Glove segment sales
for the  quarter  included  sales  for our  recently  acquired  Whiting  + Davis
business equal to $1.9 million. Net sales for our optical frames and instruments
segment declined from $7.6 million in 1999 to $7.2 million in 2000.

Cost of Sales.  Our cost of sales  increased  19.2% from $38.2  million  for the
three  months  ended  September  30, 1999 to $45.5  million for the three months
ended September 30, 2000, due to increased sales volume.

Gross Profit.  Our gross profit  increased 3.3% from $34.8 million for the three
months  ended  September  30, 1999 to $35.9  million for the three  months ended
September 30, 2000. Excluding acquisition-related inventory adjustments in 2000,
our gross margin  declined from 47.7% in 1999 to 44.4% in 2000. Our gross margin
for  the  2000-quarter  was  adversely  affected  due to a  number  of  factors,
primarily   relating  to  product  mix,   i.e.,   over-proportional   growth  in
lower-margin  sales  of  glove  products,  self  contained  breathing  apparatus
products pursuant to municipal bids, and sales in international markets.

Operating Expenses. Our operating expenses increased 2.0% from $20.3 million for
the three months ended  September 30, 1999 to $20.7 million for the three months
ended  September  30, 2000.  Our  operating  expenses as a  percentage  of sales
declined  from 27.8% for the three months ended  September 30, 1999 to 25.4% for
the three months ended September 30, 2000, primarily due to a decline in general
and administrative  expenses.  Our general and administrative  expenses declined
due to reductions in spending and due to the timing of certain expenditures.

Operating Income.  As a result of the foregoing,  our operating income increased
5.1% from $14.5  million for the three months ended  September 30, 1999 to $15.3
million for the three months ended September 30, 2000.

Other  Expense.  Other  expense  consists  principally  of net interest  expense
totaling $2.4 million in both the 1999 and 2000 periods. We had debt outstanding
totaling  $149.6  million at September 30, 1999, and $131.8 million at September
30,  2000,  with  interest  rates  on most  of this  debt  variable  based  upon
three-month  LIBOR.  Average  interest rates were higher during the three months
ended  September  30,  2000,  than  average  rates during the three months ended
September  30, 1999 and, as a result,  our net interest  expense did not decline
from 1999 to 2000.

Income Taxes. Our effective income tax rate was 35.9% for the three months ended
September 30, 1999 and 2000.  The effective rate in both periods was higher than
the federal statutory rate of 35.0% due to state and local income taxes.

Net  Income.   As  a  result  of  the  foregoing,   our  net  income  (excluding
non-recurring items relating to acquisitions)  increased 12.5% from $7.6 million
for the three  months  ended  September  30, 1999 to $8.6  million for the three
months ended September 30, 2000. Our diluted earnings per share, again excluding
non-recurring items, increased 11.6% from $0.43 in 1999 to $0.48 in 2000.

NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED WITH NINE MONTHS ENDED
SEPTEMBER 30, 2000

Net Sales. Our net sales increased 17.7% from $201.4 million for the nine months
ended  September 30, 1999 to $237.1 million for the nine months ended  September
30, 2000. Net sales for our safety segment increased 9.2% from $150.8 million in
1999 to $164.6  million in 2000,  representing a 5.7% increase in domestic sales
and a 27.9% increase in foreign sales. Net sales for our glove segment increased
by $23.2 million from $25.8 million in 1999 to $49.0 million in 2000.  Operating
results of our  Perfect  Fit  business  have been  included  for nine months and
operating  results of our  Whiting + Davis  business  for three  months in 2000,
compared with the 1999-period  which only included  operating results of Perfect
Fit and only for six  months.  The  increase  in  glove  segment  sales of $23.2
million includes internal growth equal to $5.5 million, and an increase of $17.7
million  attributable to the acquisition of these businesses.  Net sales for our
optical frames and  instruments  segment  declined from $24.8 million in 1999 to
$23.5 million in 2000.

Cost of Sales.  Our cost of sales  increased  20.9% from $106.0  million for the
nine months ended September 30, 1999 to $128.2 million for the nine months ended
September 30, 2000, due to increased sales volume.

Gross Profit.  Our gross profit  increased 14.2% from $95.4 million for the nine
months  ended  September  30, 1999 to $108.9  million for the nine months  ended
September 30, 2000. Excluding  acquisition-related  inventory  adjustments,  our
gross  margin was 47.6% for the nine months ended  September  30, 1999 and 46.0%
for the nine months ended  September 30, 2000. The reduction in our gross margin
was  primarily  attributable  to  increases  in the sale of lower  margin  glove
products.

Operating  Expenses.  Our operating  expenses increased 11.5% from $56.3 million
for the nine  months  ended  September  30,  1999 to $62.8  million for the nine
months ended  September  30,  2000.  This  increase  resulted  principally  from
inclusion  of  operating  expenses  of both our  Perfect Fit and Whiting + Davis
businesses for a longer period in 2000, and from volume-related increases in our
selling expenses.

Operating Income.  As a result of the foregoing,  our operating income increased
18.0% from $39.1  million for the nine months ended  September 30, 1999 to $46.1
million for the nine months ended September 30, 2000.

Other  Expense.  Other  expense  increased  12.4% from $6.3 million for the nine
months  ended  September  30, 1999 to $7.1  million  for the nine  months  ended
September 30, 2000. Other expense  consists  principally of net interest expense
totaling  $6.3  million in 1999 and $7.0  million in 2000.  The  increase in net
interest  expense  from  1999 to 2000 is due to  higher  average  debt  balances
outstanding  in 2000, as a result of  borrowings we made in connection  with our
acquisitions of Perfect Fit and Whiting + Davis,  and also due to higher average
interest rates in 2000.

Income Taxes. Our effective income tax rate was 35.9% in 1999 and 36.2% in 2000.
The effective rate in both periods was higher than the federal statutory rate of
35.0% due to state and local income taxes.

Net  Income.   As  a  result  of  the  foregoing,   our  net  income  (excluding
non-recurring items relating to acquisitions) increased 17.1% from $21.4 million
for the nine  months  ended  September  30,  1999 to $25.0  million for the nine
months ended September 30, 2000. Our diluted earnings per share, again excluding
non-recurring items, increased 16.5% from $1.21 in 1999 to $1.41 in 2000.

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
cash flow  provided  by our  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  increased 15.7% from $52.9 million for the nine months ended
September  30, 1999 to $61.2  million for the nine months  ended  September  30,
2000.

Our working  capital  increased  $4.0 million from $44.0 million at December 31,
1999, to $48.0  million at September 30, 2000,  primarily due to a $10.2 million
increase in trade receivables.  Our trade receivables have increased principally
as a result of higher sales volume.

We used cash equal to $27.3 million  during the nine months ended  September 30,
2000,  and $52.8 million  during the nine months ended  September 30, 1999,  for
investing activities. Capital expenditures totaled $12.2 million during the nine
months ended  September 30, 2000, and $14.5 million during the nine months ended
September 30, 1999. In connection  with our  acquisition of Perfect Fit, we paid
cash consideration  totaling $37.8 million in April 1999, and we paid additional
contingent  consideration equal to $5.1 million  (representing the total payment
due) in March 2000. In connection  with our  acquisition of Whiting + Davis,  we
paid cash consideration equal to $11.3 million in July 2000.

The initial purchase price for our 1997  acquisition of Biosystems,  Inc. may be
increased  if the  operating  results of this  business  during the year  ending
December 31, 2000,  exceed  certain  defined  thresholds  of  profitability.  If
defined  profitability  levels are not  achieved,  no  contingent  payments  are
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.  We are not able
to estimate precisely  whether,  or to what extent, a contingent payment will be
due. However,  based upon annualized  operating results of this business for the
six months ended June 30, 2000,  we believe that a contingent  payment  equal to
$5.0 million may be due.  Contingent  payments would be payable in  unregistered
shares of our common stock,  except that the former  stockholders  of Biosystems
have the option to receive all or part of any  payment in cash,  up to a maximum
cash payment of $12.0 million.  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 recent  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.  Principal  outstanding on the Fleet  Revolving
Facility at September  30, 2000 was equal to $5.0  million and is scheduled  for
repayment on August 24, 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  September  30,  2000,  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%.  Proceeds from these revenue bonds were used to fund the acquisition
of  our  Rhode  Island  manufacturing   facility  in  July  1999,  to  fund  the
construction of an addition to such facility (which has recently been completed)
and for the purchase of machinery and equipment over a three-year period for use
at such facility. 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, equal to approximately  4.2% during the
quarter ended September 30, 2000. 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  resulting from our strategy.  Except for cash requirements to fund
future  acquisitions,  we  believe  that cash  flow  provided  by our  operating
activities  together with unused  borrowing  capacity will be sufficient to fund
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.

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 will be  required  to adopt the
provisions of this statement  January 1, 2001. We do not currently  believe this
pronouncement will have a material impact on our financial  condition or results
of operations.

In December  1999,  the SEC issued  Staff  Accounting  Bulletin No. 101 "Revenue
Recognition",  which provides  guidance on the  recognition,  presentation,  and
disclosure  of  revenue  in  financial  statements  filed  with  the  SEC.  This
pronouncement  was  effective  for us on  October  1,  2000  and will not have a
material impact on our future financial condition or results of operations.

In  March  2000,  the  FASB  issued   Financial   Accounting   Standards  Board
Interpretation  No. 44,  "Accounting  for Certain  Transactions  Involving Stock
Compensation".  The  interpretation  clarifies  certain  matters  concerning the
application of APB Opinion No. 25 and is generally  effective  beginning July 1,
2000.  This  pronouncement  did not  have a  material  impact  on our  financial
condition or results of operations.

In May 2000,  the FASB  Emerging  Issues Task Force reached a consensus on Issue
No.  00-14,  "Accounting  for  Certain  Sales  Incentives".  This  standard  was
effective  for us  beginning on July 1, 2000 and  required  that  certain  sales
incentives be classified  either as (i) a reduction of revenue  (rebates offered
at the  point of sale) or (ii)  cost of sales  (offers  of free  product).  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 reached a consensus on
Issue No. 00-10,  "Accounting  for Shipping and Handling  Fees and Costs".  This
standard was  effective  for us  beginning  October 1, 2000,  and required  that
amounts  billed to customers  for shipping and handling  should be classified as
sales. This standard will result in a reclassification of certain amounts on our
income  statement,  but will not impact our  financial  condition  or results of
operations.

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 September 30, 2000, we had debt  outstanding
totaling  $131.8  million.  Interest rates on  principally  all of this debt are
variable based upon three-month  LIBOR.  Three-month LIBOR  approximated 6.6% at
September 30, 2000.

<PAGE>

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 $525,000, or $0.03 per share.


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As reported in our Report on Form 10-K for the year ended  December 31, 1999, 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
--------------          ----------------------
 Exhibit 27             Financial Data Schedule

(b)  Reports on Form 8-K

The Company filed the following  reports on Form 8-K during the quarterly period
ended September 30, 2000:

1.   A  report  filed  on July  6,  2000,  for  the  purpose  of  reporting  our
     acquisition of Whiting + Davis Safety, Inc.;

2.   A report filed on July 10, 2000, for the purpose of reporting that both our
     principal shareholder and we had decided to explore strategic  alternatives
     to enhance value for the shareholders of Bacou S.A. and Bacou USA;

3.   A report filed July 14, 2000,  for the purpose of reporting  that Bacou USA
     and the  principal  shareholders  of Bacou S.A. had engaged  Deutsche  Bank
     Securities,  Inc. as financial advisor in connection with their exploration
     of strategic alternatives;

4.   A report filed on July 18, 2000, for the purpose of reporting our financial
     results for the second quarter and six-months ended June 30, 2000; and

5.   A report  filed on  August  9,  2000,  for the  purpose  of  reporting  our
     acquisition of Platinum Protective Products, Inc.

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: November 13, 2000


BACOU USA, INC.
(Registrant)



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