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, 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 April 30, 2000 was 17,642,965.


<PAGE>


                                 BACOU USA, INC.

                                      INDEX




PART I.   FINANCIAL INFORMATION                                         PAGE NO.

Item 1.   Financial Statements

          Consolidated Condensed Balance Sheets,
          December 31, 1999 and March 31, 2000                               3

          Consolidated Condensed Statements of Income, Three
          Months Ended March 31, 1999 and 2000                               4

          Consolidated Condensed Statements of Cash Flows,
          Three Months Ended March 31, 1999 and 2000                         5

          Notes to Consolidated Condensed Financial Statements          6 -  7

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                           8 - 12

Item 3.   Quantitative and Qualitative Disclosures About Market Risk        12

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings                                                 13

Item 6.   Exhibits and Reports on Form 8-K                                  13

          Signatures                                                        14




<PAGE>


PART I. Financial Information
ITEM I. Financial Statements

                        BACOU USA, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                        (in thousands, except share data)
                                   (unaudited)

                                                 December 31,    March 31,
                                                     1999          2000
                                                -------------  -------------
                           ASSETS
Current assets:
  Cash and cash equivalents....................... $ 10,272     $  4,945
  Trade accounts receivable, net..................   41,653       46,680
  Inventories.....................................   42,433       41,620
  Other current assets............................    1,634        4,151
  Deferred income taxes...........................    3,733        3,100
                                                   --------     --------
    Total current assets..........................   99,725      100,496
Property and equipment, net.......................   74,410       75,529
Intangible assets, net............................  194,258      192,060
Other assets......................................    3,032        2,850
                                                   --------     --------
    Total assets.................................. $371,425     $370,935
                                                   ========     ========

            LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current installments of long-term debt.......... $ 23,637     $ 22,857
  Accounts payable................................   10,559       15,039
  Accrued expenses................................   20,492       11,416
  Income taxes payable............................    1,027        3,210
                                                   --------     --------
    Total current liabilities.....................   55,715       52,522
Long-term debt....................................  120,256      115,321
Deferred income taxes.............................   11,550       12,280
Other liabilities.................................    2,449        2,292
                                                   --------     --------
    Total liabilities.............................  189,970      182,415
                                                   --------     --------

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, 17,629,865 shares issued and
  outstanding.....................................       18           18
Additional paid-in capital........................   73,060       73,060
Retained earnings.................................  108,377      115,442
                                                   --------     --------
    Total stockholders' equity....................  181,455      188,520
                                                   --------     --------
    Total liabilities and stockholders' equity.... $371,425     $370,935
                                                   ========     ========

See accompanying notes to consolidated condensed financial statements.



<PAGE>


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

                                                      Three Months Ended
                                                          March 31,
                                                  -------------------------
                                                      1999          2000
                                                  ----------    -----------

Net sales ......................................... $54,575      $74,220
Cost of sales .....................................  27,688       40,262
                                                   --------      -------
Gross profit ......................................  26,887       33,958

Operating expenses:
  Selling .........................................   8,693       10,770
  General and administrative ......................   4,784        5,926
  Research and development ........................   1,209        1,439
  Amortization of intangible assets ...............   2,115        2,405
                                                   --------      -------
Total operating expenses ..........................  16,801       20,540
                                                   --------      -------

Operating income...................................  10,086       13,418

Other expense (income):
  Interest expense.................................   1,457        2,312
  Interest income..................................     (12)         (99)
  Other............................................     105          134
                                                   --------      -------
Total other expense................................   1,550        2,347
                                                   --------      -------

Income before income taxes.........................   8,536       11,071
Income taxes.......................................   3,062        4,006
                                                   --------      -------

Net income.........................................$ 5,474      $ 7,065
                                                   ========      =======

Earnings per share:
  Basic............................................$   0.31       $ 0.40
                                                   ========      ======
  Diluted..........................................$   0.31       $ 0.40
                                                   ========      =======

Weighted average shares outstanding:
  Basic............................................  17,616       17,630
                                                   ========      =======
  Diluted..........................................  17,786       17,649
                                                   ========      =======

See accompanying notes to consolidated condensed financial statements.



<PAGE>


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

                                                     Three Months Ended
                                                          March 31,
                                                   ----------------------
                                                     1999         2000
                                                   --------      --------
Cash flows from operating activities:
 Net income......................................  $  5,474      $ 7,065
 Adjustments to reconcile net income to net cash
  provided by (used in) operating activities:
 Depreciation and amortization ...................    4,133        4,959
 Deferred income taxes ...........................      677        1,363
 Change in assets and liabilities, net of effects
   of acquired companies:
  Trade accounts receivable ......................   (5,537)      (5,027)
  Inventories ....................................      423          813
  Prepaid expenses and other assets ..............   (1,429)      (2,335)
  Accounts payable ...............................   (2,507)       4,480
  Accrued expenses ...............................   (4,090)      (4,133)
  Income taxes ...................................    2,399        2,183
                                                   --------      --------
  Net cash provided by (used in) operating
    activities ...................................     (457)       9,368
                                                   --------      --------

Cash flows from investing activities:
 Capital expenditures ............................   (3,111)      (3,673)
 Acquisition of businesses, including direct
  costs of acquisition, net of cash acquired......     --         (5,307)
                                                   --------      --------
  Net cash used in investing activities ..........   (3,111)      (8,980)
                                                   --------      -------

Cash flows from financing activities:
 Proceeds from long-term debt ....................   50,000          --
 Repayment of long-term debt .....................   (3,929)      (5,715)
 Repayments under note payable, net ..............   (9,550)         --
 Proceeds from exercise of stock options .........      165          --
                                                   --------      --------
   Net cash provided by (used in) financing
     activities                                      36,686       (5,715)
                                                   --------      --------

Net increase (decrease) in cash and
  cash equivalents................................   33,118       (5,327)
Cash and cash equivalents at beginning
  of period.......................................    1,090       10,272
                                                   --------      --------
Cash and cash equivalents at end of period........ $ 34,208      $ 4,945
                                                   ========      ========
Supplemental disclosures of cash flow
 information:
  Cash paid during the period for interest........ $  1,472      $ 2,455
                                                   ========      ========
  Cash paid during the period for income
     taxes........................................ $  1,027      $   231
                                                   ========      ========

See accompanying notes to consolidated condensed financial statements.


<PAGE>



                        BACOU USA, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 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  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
generally accepted accounting  principles 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 $1,187,000 at March 31, 2000.


3.   INVENTORIES

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

Raw material and supplies ..................           $16,137           $16,803
Work-in-process ............................             4,629             3,873
Finished goods .............................            21,667            20,944
                                                       -------           -------
                                                       $42,433           $41,620
                                                       =======           =======


4.   PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS

Accumulated  depreciation  and  amortization  on property and equipment  totaled
$25,440,000 at December 31, 1999 and $27,672,000 at March 31, 2000.  Accumulated
amortization on intangible  assets totaled  $30,004,000 at December 31, 1999 and
$32,423,000 at March 31, 2000.


<PAGE>


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 170 for the three months ended March 31, 1999
and 19 for the three months ended March 31, 2000.

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 Company  began  reporting a glove  segment in  connection  with its April 1,
1999, acquisition of Perfect Fit Glove Co., Inc. and affiliates ("Perfect Fit").
Glove segment products include  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 provided by Bacou 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 March 31, 1999 and 2000,  include
amortization expense totaling $2,115,000 in 1999 and $2,405,000 in 2000. 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 MARCH 31, 1999:
<S>                                           <C>           <C>           <C>            <C>            <C>        <C>
Net sales ..............................      $ 45,924      $   --        $  8,651       $   --         $  --        $ 54,575
Operating income (loss) ................        12,748          --             843        (1,390)       (2,115)        10,086
Depreciation ...........................         1,641          --             369             8           --           2,018
Capital expenditures ...................         2,084          --             978            49           --           3,111
Total assets (December 31) .............       254,813        62,088        37,552        16,972           --         371,425

THREE MONTHS ENDED MARCH 31, 2000:
Net sales ..............................      $ 49,722      $ 15,821      $  8,677        $   --        $  --        $ 74,220
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 ...........................       257,100        66,422        28,624        18,789           --         370,935
</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    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.

ACQUISITION OF PERFECT FIT GLOVE

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.
Our gross  margin  prior to the  Perfect  Fit  acquisition  was higher  than the
historical  margin of Perfect Fit and,  therefore,  inclusion  of the  operating
results of Perfect Fit with our existing businesses has resulted in a decline in
our consolidated gross margin.



<PAGE>



RESULTS OF OPERATIONS

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

                                              THREE MONTHS ENDED MARCH 31,
                                     -------------------------------------------
                                             1999                    2000
                                     ------------------------  -----------------
(in thousands, except percentages)
Net sales ...........................  $54,575     100.0%       $74,220   100.0%
Cost of sales .......................   27,688      50.7         40,262    54.2
                                       -------    ------        -------   ------
Gross profit ........................   26,887      49.3         33,958    45.8

Operating expenses:
  Selling............................    8,693      15.9         10,770     14.5
  General and administrative.........    4,784       8.8          5,926      8.0
  Research and development...........    1,209       2.2          1,439      1.9
  Amortization of intangible assets..    2,115       3.9          2,405      3.3
                                       -------    ------        -------   ------
Total operating expenses.............   16,801      30.8         20,540     27.7
                                       -------    ------        -------   ------

Operating income.....................   10,086      18.5         13,418     18.1
Other expense........................    1,550       2.9          2,347      3.2
                                       -------    ------        -------   ------
Income before income taxes...........    8,536      15.6         11,071     14.9
Income taxes.........................    3,062       5.6          4,006      5.4
                                       -------    ------        -------   ------
Net income...........................  $ 5,474      10.0        $ 7,065      9.5
                                       =======    ======        =======   ======


THREE  MONTHS  ENDED MARCH 31, 2000  COMPARED  WITH THREE MONTHS ENDED MARCH 31,
1999

NET SALES. Our net sales increased 36.0% from $54.6 million for the three months
ended March 31, 1999 to $74.2 million for the three months ended March 31, 2000.
Net sales in the  2000-quarter  included  sales  totaling  $15.8 million for our
glove segment,  consisting  entirely of the Perfect Fit business.  Net sales for
our safety segment increased 8.2% from $46.0 million in 1999 to $49.7 million in
2000,  representing  a 5.3% increase in domestic  sales and a 25.5%  increase in
foreign  sales.  Net  sales  for our  optical  frames  and  instruments  segment
increased from $8.6 million in 1999 to $8.7 million in 2000.

COST OF SALES.  Our cost of sales  increased  45.4% from $27.7  million  for the
three  months  ended March 31, 1999 to $40.3  million for the three months ended
March 31, 2000, due to increased sales volume.

GROSS PROFIT.  Our gross profit increased 26.3% from $26.9 million for the three
months  ended March 31, 1999 to $34.0  million for the three  months ended March
31, 2000. Our overall gross margin declined from 49.3% in 1999 to 45.8% in 2000,
due to lower gross margins attributable to our newly acquired glove segment.

OPERATING  EXPENSES.  Our operating  expenses increased 22.3% from $16.8 million
for the three months ended March 31, 1999 to $20.5  million for the three months
ended March 31, 2000.  This  increase  resulted  principally  from  inclusion of
operating expenses of the Perfect Fit business in the 2000 period.

OPERATING  INCOME.  Primarily due to higher sales volume,  our operating  income
increased  33.0% from $10.1 million for the three months ended March 31, 1999 to
$13.4 million for the three months ended March 31, 2000.

OTHER  EXPENSE.  Other expense  increased  51.4% from $1.6 million for the three
months ended March 31, 1999 to $2.3 million for the three months ended March 31,
2000. Other expense  consists  principally of net interest expense totaling $1.4
million in 1999 and $2.2 million in 2000.  The increase in net interest  expense
from 1999 to 2000 is due  principally  to borrowings we made in connection  with
our acquisition of Perfect Fit.

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  increased 29.1% from
$5.5  million for the three  months ended March 31, 1999 to $7.1 million for the
three months ended March 31, 2000,  and our earnings per share  increased  29.0%
from $0.31 in 1999 to $0.40 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.   As  used  by  Bacou,  EBITDA  represents   operating  income  plus
depreciation  and  amortization,  adjusted (when  applicable) for  non-recurring
items.  Our EBITDA  increased  29.2% from $14.2  million in the first quarter of
1999 to $18.4 million in the first quarter of 2000.  Approximately two-thirds of
this increase was due to the inclusion of our glove segment in the  2000-quarter
and the remainder of the increase was due to improved  operating results for our
other segments.

Our working  capital  increased  $4.0 million from $44.0 million at December 31,
1999,  to $48.0  million at March 31, 2000,  primarily due to increases in trade
receivables.

We used cash equal to $9.0 million  during the quarter ended March 31, 2000, and
$3.1 million during the quarter ended March 31, 1999, for investing  activities.
Cash used in the 1999-quarter  consisted entirely of capital  expenditures.  The
2000-quarter  included capital expenditures equal to $3.7 million. In connection
with our  acquisition  of Perfect  Fit, we agreed to pay  additional  contingent
consideration  of up to $6.0  million  and in March  2000 we paid  $5.1  million
representing the total payment due.

The initial purchase price for our 1997 acquisition of Biosystems,  Inc., may be
increased  based upon a sliding scale if the operating  results of this business
during the year ending December 31, 2000, exceed certain defined thresholds. The
amount  of  additional  purchase  price,  if any,  is not  currently  estimable.
Contingent payments would be payable in unregistered shares of our common stock,
except that the former  stockholders of Biosystems have the option to receive up
to an aggregate  amount of $12.0 million of any payment in cash.  Any additional
cash  payment  would be due in 2001 and we expect to finance  such  payment from
operations or bank borrowings.

In connection with recent  acquisitions,  we entered into two credit  agreements
with Banque Nationale deParis ("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 April  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  (the "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.  According  to its  terms,  the  facility  is
scheduled  for  repayment  on August 24, 2001.  At March 31, 2000,  there was no
balance outstanding under the Fleet Revolving Facility.

Fleet has also agreed to purchase  up to $30.0  million of economic  development
revenue  bonds issued by Rhode Island  Industrial  Facilities  Corporation  (the
"RIIFC  Revenue  Bonds").  At March  31,  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, and are being used to
fund the  construction of an addition to such facility,  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  3.8% during the
quarter ended March 31, 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  additional  common  or
preferred 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 June 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 in 2001. 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.  We do not currently  believe  either of the
above  pronouncements  will have a material impact on 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 March 31,  2000,  we had debt  outstanding
totaling  $138.2  million.  Interest rates on  principally  all of this debt are
variable based upon three-month  LIBOR.  Three-month LIBOR  approximated 6.3% at
March 31, 2000.

A 10% adverse  change in the  prevailing  interest rates during the three months
ended March 31, 2000,  would have  resulted in a reduction of our  first-quarter
2000 after-tax  earnings of  approximately  $148,000 or $0.01 per share. 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.




<PAGE>


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
have instituted a civil action in the Rhode Island  Superior  Court.  There have
been no  material  new  developments  in this  matter  through  the date of this
report.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibit Index


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

Exhibit 4.1         First  Modification to Credit Agreement dated as of March 1,
                    2000,   by  and  among   Bacou  USA,   Inc.,   Uvex   Safety
                    Manufacturing,   Inc.,   Fleet  National  Bank  and  KeyBank
                    National Association Exhibit 4.2 Pledge Agreement,  dated as
                    of March 1, 2000,  by and among  SCHAS  Industries,  LLC and
                    Fleet National Bank

Exhibit 4.2         Pledge  Agreement  dated as of March 1, 2000 by and  between
                    Bacou USA, Inc., SCHAS  Industries,  LLC, and Fleet National
                    Bank

Exhibit 4.3         Reimbursement  Agreement  dated as of March 1, 2000,  by and
                    among  Bacou  USA,  Inc.,  SCHAS  Industries,  LLC and Fleet
                    National Bank

Exhibit 27          Financial Data Schedule

Exhibit 99          Press  release of Bacou USA,  Inc.,  dated  April 18,  2000,
                    announcing  financial  results  for the three  months  ended
                    March 31, 2000.


(b)  Reports on Form 8-K

The Company filed one report on Form 8-K during the quarterly period ended March
31, 2000. The report, filed February 22, 2000, reported the financial results of
the Company for the fourth quarter and year ended December 31, 1999.





<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 11, 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