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 September 30, 1999

                                       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 1, 1999 was 17,629,865.


<PAGE>


                                 BACOU USA, INC.

                                      INDEX




PART I.  FINANCIAL INFORMATION                                       PAGE NO.

Item 1.  Financial Statements

         Consolidated Condensed Balance Sheets,
         December 31, 1998 and September 30, 1999                       3

         Consolidated Condensed Statements of Income, Three
         Months and Nine Months Ended September 30, 1998 and 1999       4

         Consolidated Condensed Statements of Cash Flows,
         Nine Months Ended September 30, 1998 and 1999                  5

         Notes to Consolidated Condensed Financial Statements           6 -  8

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                            9 - 16

Item 3.  Quantitative and Qualitative Disclosures About Market Risk     16


PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                               17

         Signatures                                                     18


<PAGE>


PART I. Financial Information
ITEM I. Financial Statements

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


<TABLE>
<CAPTION>
                                                                                        (unaudited)
                                                                  December 31,          September 30,
                                                                      1998                  1999
                                                                 ---------------      ----------------
                            ASSETS
Current assets:
<S>                                                                <C>                   <C>
  Cash and cash equivalents.................................       $  1,090              $  4,830
  Trade accounts receivable, net............................         27,110                45,661
  Inventories...............................................         38,246                43,136
  Other current assets......................................          1,251                 2,384
  Deferred income taxes.....................................          2,138                 1,860
                                                                 ---------------       ---------------
    Total current assets....................................         69,835                97,871
  Property and equipment, net...............................         53,998                71,706
  Intangible assets, net....................................        169,937               198,365
                                                                 ---------------       ---------------
    Total assets............................................       $293,770              $367,942
                                                                 ===============       ===============

    LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities:
   Current installments of long-term debt...................       $ 15,714              $ 23,592
   Accounts payable.........................................          8,959                 8,691
   Accrued expenses.........................................         12,242                20,697
   Income taxes payable.....................................          1,828                 2,088
                                                                 ---------------     -----------------
    Total current liabilities...............................         38,743                55,068
Long-term debt..............................................         92,050               126,015
Deferred income taxes.......................................          6,311                 8,279
Other liabilities...........................................          2,754                 3,338
                                                                 ---------------     -----------------
    Total liabilities.......................................        139,858               192,700
                                                                 ---------------     -----------------

Common stock subject to a put option........................          9,450                   ---
                                                                 ---------------     -----------------

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, 17,610,465 shares in 1998 and 17,629,865
  shares in 1999 issued and outstanding.....................             17                    18
Additional paid-in capital..................................         63,258                73,020
Retained earnings...........................................         81,187               102,204
                                                                 ---------------     -----------------
    Total stockholders' equity..............................        144,462               175,242
                                                                 ---------------     -----------------
    Total liabilities and stockholders' equity..............       $293,770              $367,942
                                                                 ===============     =================
</TABLE>


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)


<TABLE>
<CAPTION>
                                                        Three Months Ended             Nine Months Ended
                                                          September 30,                 September 30,
                                                    ----------------------------  ----------------------------
                                                        1998           1999           1998           1999
                                                    -------------  -------------  -------------  -------------

<S>                                                  <C>            <C>            <C>            <C>
Net sales..........................................  $ 56,899       $ 72,940       $165,278       $201,422
Cost of sales......................................    26,738         38,177         79,284        106,036
                                                    -------------  -------------  -------------  -------------
Gross profit.......................................    30,161         34,763         85,994         95,386

Operating expenses:
  Selling..........................................     9,273         10,070         26,683         28,752
  General and administrative.......................     5,420          6,263         17,479         16,726
  Research and development.........................     1,211          1,347          2,943          3,819
  Purchased in-process research and development..         ---            ---          4,680            ---
  Amortization of intangible assets................     2,104          2,570          5,661          6,993
                                                    -------------  -------------  -------------  -------------
Total operating expenses...........................    18,008         20,250         57,446         56,290
                                                    -------------  -------------  -------------  -------------

Operating income...................................    12,153         14,513         28,548         39,096

Other expense (income):
  Interest expense.................................     1,808          2,434          4,601          6,342
  Interest income..................................       (21)           (25)           (90)           (50)
  Other............................................      (120)           178           (159)            (7)
                                                    -------------  -------------  -------------  -------------
Total other expense................................     1,667          2,587          4,352          6,299
                                                    -------------  -------------  -------------  -------------

Income before income taxes.........................    10,486         11,926         24,196         32,797
Income taxes.......................................     3,811          4,291          8,686         11,780
                                                    -------------  -------------  -------------  -------------

Net income.........................................   $ 6,675        $ 7,635        $15,510        $21,017
                                                    =============  =============  =============  =============

Earnings per share:
  Basic............................................   $  0.38        $  0.43        $  0.88        $  1.19
                                                    =============  =============  =============  =============
  Diluted..........................................   $  0.38        $  0.43        $  0.88        $  1.19
                                                    =============  =============  =============  =============

Weighted average shares outstanding:
  Basic............................................    17,604         17,627         17,599         17,623
                                                   =============  =============  =============  =============
  Diluted..........................................    17,788         17,694         17,722         17,711
                                                   =============  =============  =============  =============
</TABLE>


See accompanying notes to consolidated condensed financial statements.


<PAGE>


                                   BACOU USA, INC. AND SUBSIDIARIES
                           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                           (in thousands)
                                            (unaudited)
<TABLE>
<CAPTION>
                                                                                Nine Months Ended
                                                                                  September 30,
                                                                         --------------------------------
                                                                             1998              1999
                                                                         --------------    --------------
Cash flows from operating activities:
<S>                                                                       <C>                <C>
  Net income........................................................      $ 15,510           $ 21,017
  Adjustments to reconcile net income to net cash provided
    by operating activities:
  Depreciation and amortization.....................................        10,427             13,190
  Purchased in-process research and development.....................         4,680                ---
  Deferred income taxes.............................................          (865)             2,246
  Change in assets and liabilities, net of effects of acquired
   companies:
    Trade accounts receivable........................................       (8,392)           (12,214)
    Inventories......................................................       (7,151)             4,015
    Prepaid expenses and other current assets........................        1,434               730
    Accounts payable.................................................          568             (3,097)
    Accrued expenses.................................................        6,034              1,361
    Income taxes.....................................................          273                261
                                                                         --------------    --------------
    Net cash provided by operating activities........................       22,518             27,509
                                                                         --------------    --------------

Cash flows from investing activities:
  Capital expenditures...............................................      (10,104)           (14,510)
  Acquisition of businesses, including direct costs of
    acquisition, net of cash acquired................................     (121,058)           (38,336)
                                                                         --------------    --------------
    Net cash used in investing activities............................     (131,162)           (52,846)
                                                                         --------------    --------------

Cash flows from financing activities:
  Proceeds from long-term debt.......................................      110,000             61,160
  Repayment of long-term debt........................................      (13,796)           (16,092)
  Advances from (repayment of) note payable, net.....................       12,100            (16,304)
  Proceeds from issuance of common stock.............................          286                313
  Repurchase of common stock.........................................          (46)               ---
                                                                         --------------    --------------
    Net cash provided by financing activities........................      108,544             29,077
                                                                         --------------    --------------

Net increase (decrease) in cash and cash equivalents.................         (100)             3,740
Cash and cash equivalents at beginning of period.....................        1,277              1,090
                                                                         --------------    --------------
Cash and cash equivalents at end of period...........................     $  1,177           $  4,830
                                                                         ==============    ==============
Supplemental disclosures of cash flow information:
  Cash paid during the period for interest...........................     $  3,927           $  6,392
                                                                         ==============    ==============
  Cash paid during the period for income taxes.......................     $ 10,617           $  9,609
                                                                         ==============    ==============
  Fair value of stock options issued pursuant to a consulting
    agreement........................................................     $    337           $    ---
                                                                         ==============    ==============
</TABLE>

See accompanying notes to consolidated condensed financial statements.


<PAGE>


                        BACOU USA, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1999
                                   (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 against occupational hazards.

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.   ACQUISITION OF PERFECT FIT GLOVE CO., INC.

Effective  April 1, 1999, the Company  purchased the assets of Perfect Fit Glove
Co., Inc. and certain  affiliates  ("Perfect Fit"), which manufactures and sells
protective gloves and other related products  worldwide.  Perfect Fit had fiscal
year 1998 combined net sales of $47.3 million.  The Company purchased the assets
of  Perfect  Fit for  $37.8  million  in cash  plus the  assumption  of  certain
liabilities equal to approximately $17.5 million.  The Company has agreed to pay
additional  contingent  consideration of up to $6.0 million to the extent actual
combined cash flow of the acquired  business for 1999 exceeds certain  specified
targets.

The acquisition was financed by a $50.0 million term loan from Banque  Nationale
de Paris ("BNP") made in March 1999. The term loan bears interest at a per annum
rate equal to  three-month  LIBOR plus 0.60% and provides for  repayment  over a
seven year term.

The  acquisition  has been accounted for under the purchase method of accounting
and,  therefore,  operating  results of Perfect  Fit have been  included  in the
consolidated  results of the Company  beginning  on April 1, 1999.  The purchase
price for Perfect Fit, including contingent consideration, has been allocated to
the fair  value of assets  purchased  and  liabilities  assumed  as shown in the
following  table.  The excess of the  purchase  price over the fair value of net
assets  acquired has been  recorded as goodwill and is being  amortized  over 30
years.

(in thousands)

Working capital.........................        $6,990
Property and equipment..................         9,395
Long-term debt..........................        (7,770)
Goodwill................................        35,235


<PAGE>


3.   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
$1,150,000 at December 31, 1998 and $1,224,000 at September 30, 1999.


4.   INVENTORIES

Inventories consist of the following:
                                               December 31,        September 30,
(in thousands)                                    1998                 1999
                                            ---------------       --------------

Raw material and supplies...............        $16,407              $19,484
Work-in-process.........................          5,165                5,400
Finished goods..........................         16,674               18,252
                                            ---------------       --------------
                                                $38,246              $43,136
                                            ===============       ==============

5.   PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS

Accumulated  depreciation  and  amortization  on property and equipment  totaled
$17,954,000  at  December  31,  1998 and  $24,124,000  at  September  30,  1999.
Accumulated  amortization on intangible  assets totaled  $20,501,000 at December
31, 1998 and $27,540,000 at September 30, 1999.

6.   SEGMENT DATA

The  Company has three  reportable  segments  -- the safety  segment,  the glove
segment and the  optical  frames and  instruments  segment.  The safety  segment
includes  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 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 in the following table as "all
other" includes all non-operating entities.


<PAGE>

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.  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, 1998 and 1999,  include  amortization  expense
totaling  $2,104,000 in 1998 and  $2,570,000 in 1999.  Adjustments  to reconcile
segment  operating  income to consolidated  operating income for the nine months
ended  September  30,  1998 and  1999,  include  amortization  expense  totaling
$5,661,000  in 1998 and  $6,993,000  in 1999,  and  also  include  non-recurring
charges totaling $7,718,000 in 1998 and $590,000 in 1999.

<TABLE>
<CAPTION>
                                                           Optical Frames
                                                                 and
                                   Safety       Glove        Instruments        All       Reconciling    Consolidated
(in thousands)                     Segment     Segment         Segment         Other      Adjustments       Total
                                 -----------  ----------   ----------------  ----------  --------------  ------------
Three months ended
September 30, 1998:
<S>                                <C>          <C>           <C>            <C>            <C>            <C>
Net sales.....................     $49,520      $  ---        $ 7,379        $  ---         $   ---        $56,899
Operating income (loss).......      15,231         ---            577        (1,551)         (2,104)        12,153
Depreciation..................       1,280         ---            303             6             ---          1,589
Capital expenditures..........       4,366         ---            360            28             ---          4,754

Three months ended
September 30, 1999:
Net sales.....................     $52,351     $13,007           $ 7,582      $  ---        $   ---       $ 72,940
Operating income (loss).......      16,010       2,106               941     (1,974)         (2,570)        14,513
Depreciation..................       1,464          31               369          8             ---          1,872
Capital expenditures..........       7,782         158               308         271            ---          8,519
</TABLE>


<TABLE>
<CAPTION>
                                                           Optical Frames
                                                                 and
                                   Safety       Glove        Instruments        All       Reconciling    Consolidated
(in thousands)                     Segment     Segment         Segment         Other      Adjustments       Total
                                 -----------  ----------   ----------------  ----------  --------------  ------------
Nine months ended
September 30, 1998:
<S>                               <C>          <C>              <C>           <C>           <C>           <C>
Net sales.....................    $141,441     $   ---          $ 23,837      $  ---        $   ---       $165,278
Operating income (loss).......      43,906         ---             2,295      (4,274)       (13,379)        28,548
Depreciation..................       3,840         ---               908          18            ---          4,766
Total assets (December 31)....     250,172         ---            41,938       1,660            ---        293,770
Capital expenditures..........       8,240         ---             1,408         456            ---         10,104

Nine months ended
September 30, 1999:
Net sales.....................    $150,821     $25,795          $ 24,806      $  ---        $   ---       $201,422
Operating income (loss).......      44,950       3,966             2,718      (4,955)        (7,583)        39,096
Depreciation..................       4,768         306             1,107          16            ---          6,197
Total assets..................     263,080      61,518            39,472       3,872            ---        367,942
Capital expenditures..........      11,513         214             2,440         343            ---         14,510
</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    our ability and the ability of our key vendors to  successfully  respond to
     year 2000 issues;
o    the effect of any work stoppages;
o    competitive pressures;
o    general economic conditions; 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.

ACQUISITIONS

Effective April 1, 1999, we purchased  substantially  all the assets and assumed
substantially  all the liabilities of Perfect Fit, which  manufactures and sells
protective gloves and other related products  worldwide.  Perfect Fit had fiscal
year 1998 combined net sales of $47.3 million. We acquired the assets of Perfect
Fit for $37.8 million in cash plus the assumption of certain  liabilities  equal
to approximately $17.5 million. The acquisition has been accounted for under the
purchase method of accounting and,  therefore,  operating results of Perfect Fit
have been included in our consolidated results beginning on April 1, 1999.

Effective  February 27, 1998, we acquired  substantially  all assets and assumed
substantially  all  liabilities  of Howard S. Leight & Associates,  Inc.  (d/b/a
Howard Leight Industries, "Howard Leight"), a manufacturer of hearing protection
products  (including  disposable,  reusable and banded ear plugs, and ear muffs)
for cash consideration of $125.9 million,  $5.9 million of which represented the
refinancing of Howard Leight indebtedness.

Certain  non-recurring  costs,  principally  relating to the above acquisitions,
have been included in our 1998 and 1999 operating  results.  In connection  with
the Howard Leight acquisition,  a portion of the acquisition price totaling $4.7
million was  allocated  to the fair value of purchased  in-process  research and
development and charged to operating  expenses during the first quarter of 1998.
A portion of the acquisition  price for each of the above  acquisitions was also
allocated  to the fair value of acquired  inventories.  The increase of acquired
inventories from historical cost to fair value is recorded as cost of sales when
the related  inventory is sold,  and reduced  gross profit during the first nine
months of 1998 and 1999 by $1.0 million and $0.6 million, respectively. Finally,
cash  bonuses  in the  amount  of  $0.6  million  were  paid to  certain  senior
executives  of  Howard  Leight in  connection  with  that  acquisition  and were
included with general and  administrative  expenses  during the first quarter of
1998.  The  following  discussion  provides an analysis of our actual  operating
results,  and also analyzes our operating  results excluding the effect of these
acquisition-related items.

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED SEPTEMBER 30,                NINE MONTHS ENDED SEPTEMBER 30,
                                        ------------------------------------------  ---------------------------------------------
                                              1998                  1999                   1998                   1999
                                        --------------------  --------------------  ---------------------  ----------------------
(in thousands, except percentages)
<S>                                      <C>         <C>      <C>         <C>        <C>         <C>        <C>          <C>
Net sales.............................   $56,899     100.0%   $72,940     100.0%     $165,278    100.0%     $201,422     100.0%
Cost of sales (1).....................    26,738      47.0     38,177      52.3        79,284     48.0       106,036      52.6
                                        ---------  ---------  ---------- ---------  -----------  --------  -----------  ---------
Gross profit..........................    30,161      53.0     34,763      47.7        85,994     52.0        95,386      47.4

Operating expenses:
  Selling.............................     9,273      16.3     10,070      13.8        26,683     16.1        28,752      14.3
  General and administrative (2)           5,420       9.5      6,263       8.6        17,479     10.6        16,726       8.3
  Research and development.......          1,211       2.2      1,347       1.9         2,943      1.8         3,819       1.9
  Purchased in-process research
  and development (3).................       ---       ---        ---       ---         4,680      2.8           ---       ---
  Amortization of intangible assets        2,104       3.7      2,570       3.5         5,661      3.4         6,993       3.5
                                        ---------  ---------  ---------- ---------  -----------  --------  -----------  ---------
Total operating expenses..............    18,008      31.7     20,250      27.8        57,446     34.7        56,290      28.0
                                        ---------  ---------  ---------- ---------  -----------  --------  -----------  ---------

Operating income......................    12,153      21.3     14,513      19.9        28,548     17.3        39,096      19.4
Other expense.........................     1,667       2.9      2,587       3.5         4,352      2.7         6,299       3.1
                                        ---------  ---------  ---------- ---------  -----------  --------  -----------  ---------
Income before income taxes............    10,486      18.4     11,926      16.4        24,196     14.6        32,797      16.3
Income taxes..........................     3,811       6.7      4,291       5.9         8,686      5.2        11,780       5.9
                                        ---------  ---------  ---------- ---------  -----------  --------  -----------  ---------
Net income............................   $ 6,675      11.7    $ 7,635      10.5      $ 15,510      9.4      $ 21,017     10.4
                                        =========  =========  ========== =========  ===========  ========  ===========  =========
</TABLE>


(1)  Includes  acquisition-related  inventory  adjustments totaling $1.0 million
     for the nine months ended September 30, 1998, and $0.6 million for the nine
     months ended  September 30, 1999.

(2)  Includes  non-recurring  termination  payments  totaling $1.4 million,  and
     acquisition-related  bonuses  totaling  $0.6  million,  for the nine months
     ended  September  30,  1998.

(3)  Includes  acquisition-related charge for purchased research and development
     totaling $4.7 million for the nine months ended September 30, 1998.


THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED WITH THREE MONTHS ENDED SEPTEMBER
30, 1998

NET SALES. Our net sales increased 28.2% from $56.9 million for the three months
ended  September 30, 1998 to $72.9 million for the three months ended  September
30, 1999. Net sales in the 1999 period included sales totaling $13.0 million for
our glove segment,  consisting entirely of the Perfect Fit business (acquired by
us on April 1, 1999),  accounting  for an  increase of 22.9%.  Net sales for our
safety  segment  increased  5.7% from $49.5  million in 1998 to $52.4 million in
1999,  representing  a 5.5%  increase in domestic  sales and an 8.5% increase in
foreign  sales.  Net  sales  for our  optical  frames  and  instruments  segment
increased 2.8% from $7.4 million in 1998 to $7.6 million in 1999.

COST OF SALES.  Our cost of sales  increased  42.8% from $26.7  million  for the
three  months  ended  September  30, 1998 to $38.2  million for the three months
ended September 30, 1999, primarily due to inclusion of operating results of our
Perfect Fit business.

GROSS PROFIT.  Our gross profit increased 15.3% from $30.2 million for the three
months  ended  September  30, 1998 to $34.8  million for the three  months ended
September 30, 1999. The gross margin for our glove segment is considerably lower
than the historical  combined gross margin of our other businesses.  Our overall
gross margin  declined from 53.0% in 1998 to 47.7% in 1999,  principally  due to
the lower gross margins attributable to the glove segment.

OPERATING  EXPENSES.  Our operating  expenses increased 12.5% from $18.0 million
for the three months  ended  September  30, 1998 to $20.3  million for the three
months ended  September  30,  1999.  This  increase  resulted  principally  from
inclusion of operating expenses of the Perfect Fit business in the 1999 period.

Excluding  amortization  expense, our operating expenses were 24.3% of net sales
in 1999 and 28.0% of net sales in 1998. Selling and administrative  costs of our
Perfect Fit business have historically been low as a percentage of net sales and
inclusion of this business in our 1999 operating  results is the principal cause
for the  reduction in our overall ratio of operating  expenses to net sales.  In
addition, we have reduced operating expenses in our other segments. Exclusive of
Perfect Fit, our ratio of operating expenses to net sales declined from 28.0% in
1998 to 26.8% in 1999.

OPERATING  INCOME.  Our operating  income increased 19.4% from $12.2 million for
the three months ended  September 30, 1998 to $14.5 million for the three months
ended  September 30, 1999. The operating  margin for our glove segment was equal
to 16.2% in the third quarter of 1999, and inclusion of the operating results of
this  business  was  the  principal  cause  for a  decline  in our  consolidated
operating margin from 21.3% in 1998 to 19.9% in 1999.

OTHER  EXPENSE.  Other expense  increased  55.2% from $1.7 million for the three
months  ended  September  30, 1998 to $2.6  million for the three  months  ended
September 30, 1999. Other expense  consists  principally of net interest expense
totaling  $1.8  million in the 1998 period and $2.4  million in the 1999 period.
The increase in net interest  expense  from 1998 to 1999 is due  principally  to
borrowings we made in connection with our acquisition of Perfect Fit.

Income  Taxes.  Our  effective  income tax rate was 36.3% in the 1998 period and
36.0% in the 1999 period. 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.  Our net income  increased  14.4% from $6.7  million  for the three
months  ended  September  30, 1998 to $7.6  million for the three  months  ended
September 30, 1999.


NINE MONTHS ENDED  SEPTEMBER 30, 1999 COMPARED WITH NINE MONTHS ENDED  SEPTEMBER
30, 1998

NET SALES. Our net sales increased 21.9% from $165.3 million for the nine months
ended  September 30, 1998 to $201.4 million for the nine months ended  September
30, 1999. The increase in net sales from 1998 to 1999 was principally due to the
effect of acquired  businesses.  Operating  results of our Perfect Fit  business
have been  included for six months in 1999 and  operating  results of our Howard
Leight  business  have been  included  for a full nine months in 1999.  The 1998
period  included the Howard Leight business for seven months and did not include
the Perfect Fit business.

Net sales for our safety  segment  increased 6.6% from $141.4 million in 1998 to
$150.8 million in 1999,  while net sales for our optical frames and  instruments
segment  increased 4.1% from $23.8 million in 1998 to $24.8 million in 1999. Net
sales for our safety  segment  have been  adversely  affected  during  1999 as a
result of difficulties in the South American economy,  resulting in a decline in
foreign sales for this segment. Our sales to customers located in South American
countries during the nine months ended September 30, 1999, were 26.0% lower than
the comparable period in 1998.

COST OF SALES. Our cost of sales increased 33.7% from $79.3 million for the nine
months  ended  September  30, 1998 to $106.0  million for the nine months  ended
September 30, 1999,  primarily due to inclusion of operating results of acquired
businesses.

GROSS PROFIT.  Our gross profit  increased 10.9% from $86.0 million for the nine
months  ended  September  30, 1998 to $95.4  million  for the nine months  ended
September 30, 1999. Excluding  acquisition-related inventory adjustments in both
periods,  our  gross  margin  declined  from  52.6%  in 1998 to  47.6%  in 1999,
principally due to lower gross margins  attributable to our newly acquired glove
segment.

OPERATING EXPENSES.  Our operating expenses declined 2.0% from $57.4 million for
the nine months ended  September  30, 1998 to $56.3  million for the nine months
ended  September  30, 1999.  Excluding  non-recurring  items in 1998,  operating
expenses  increased 10.9% from $50.7 million in the 1998 period to $56.3 million
in the 1999  period.  This  increase  resulted  principally  from  inclusion  of
operating expenses of acquired businesses.

Excluding  amortization  expense and non-recurring items, our operating expenses
were  24.5% of net sales in 1999 and 27.3% of net  sales in 1998.  As  discussed
above, our ratio of operating expenses to net sales declined  principally due to
inclusion in 1999 of the operating  results of our Perfect Fit  business,  which
has historically had lower selling and  administrative  costs as a percentage of
its net sales.

OPERATING  INCOME.  Principally as a result of  non-recurring  items in the 1998
period,  our  operating  income  of  $39.1  million  for the nine  months  ended
September 30, 1999, was 36.9% higher than our operating  income of $28.5 million
for the nine months ended September 30, 1998.  Excluding  non-recurring items in
both periods, our operating income increased 9.4% from $36.3 million in the 1998
period to $39.7 million in the 1999 period,  while our operating margin declined
from  21.9% in 1998 to  19.7% in 1999.  As  discussed  above,  inclusion  of the
operating  results  of our newly  acquired  glove  segment  during  1999 was the
principal cause for the decline in our  consolidated  operating margin from 1998
to 1999.

OTHER  EXPENSE.  Other  expense  increased  44.7% from $4.4 million for the nine
months  ended  September  30, 1998 to $6.3  million  for the nine  months  ended
September 30, 1999. Other expense  consists  principally of net interest expense
totaling  $4.5  million in the 1998 period and $6.3  million in the 1999 period.
The  increase in net  interest  expense  from 1998 to 1999 is due to  additional
borrowings we made in connection with our recent acquisitions.

INCOME TAXES.  Our effective income tax rate was 35.9% in both the 1998 and 1999
periods.  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.  Principally as a result of non-recurring  items in the 1998 period,
our net income of $21.0  million for the nine months ended  September  30, 1999,
was 35.5% higher than our net income of $15.5  million for the nine months ended
September  30, 1998.  Excluding  non-recurring  items in both  periods,  our net
income  increased 5.3% from $20.3 million in the 1998 period to $21.4 million in
the 1999 period.

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.  We utilize EBITDA (earnings before interest,  taxes,
depreciation  and  amortization)  as a  measure  of cash  flow  provided  by our
operations.   As  used  by  Bacou,  EBITDA  represents   operating  income  plus
depreciation  and  amortization,  adjusted for  non-recurring  items. Our EBITDA
increased  13.2% from $46.7 million for the nine months ended September 30, 1998
to $52.9 million for the nine months ended September 30, 1999. EBITDA should not
be  considered  in  isolation  or as a  substitute  for net earnings or net cash
provided by  operating,  investing or  financing  activities,  each  prepared in
accordance with generally accepted accounting principles.

Our working  capital  increased $11.7 million from $31.1 million at December 31,
1998,  to $42.8  million at September  30, 1999,  primarily  due to increases in
trade  receivables.  Trade receivables  increased by $6.3 million as a result of
the  acquisition  of Perfect Fit Glove,  and also  increased due to higher sales
volume and the effect of  eliminating  early-pay  discounts at our Howard Leight
division.

Cash used in  investing  activities  totaled  $52.8  million for the nine months
ended September 30, 1999, compared with $131.2 million for the nine months ended
September 30, 1998.  The 1999 period  included  $37.8  million  expended for the
acquisition of Perfect Fit and included $14.5 million for capital  expenditures.
The 1998 period included  $120.0 million  expended for the acquisition of Howard
Leight and included $10.1 million for capital expenditures.

In July 1999 purchased our manufacturing  facility in Rhode Island, and adjacent
land,  for  approximately  $5.8  million.  We plan to build a 44,000 square foot
addition to this  facility  with a 6,000 square foot  mezzanine  area for office
space, at a cost equal to approximately $3.0 million, and expect the addition to
be completed by the second quarter of 2000.

In connection  with our  acquisition of Perfect Fit, we agreed to pay additional
contingent  consideration  of up to $6.0 million to the extent  actual  combined
cash flow of the acquired business for 1999 exceeds certain  specified  targets.
We  anticipate  that  we will  be  obligated  to pay  the  full  amount  of this
contingent  consideration and that such amount will be paid in the first quarter
of 2000. In connection  with our  acquisition of Biosystems we granted to former
shareholders of Biosystems put options  covering  578,560 shares of Bacou common
stock issued in connection with that  acquisition.  By their terms,  all options
had an  expiration  date of  September  30,  1999.  None of the put options were
exercised  and  thus all such  options  expired  at the  close  of  business  on
September 30, 1999.

In February 1998 we entered into a credit  agreement  with BNP pursuant to which
the bank made a term loan (the  "First BNP Loan") to Bacou USA in the  principal
amount of $110.0  million,  in connection with our acquisition of Howard Leight.
The First BNP Loan requires  quarterly interest payments at an annual rate equal
to  three-month  LIBOR plus 0.50% and  requires  principal  repayments  in equal
quarterly installments over seven years.

In March 1999 we entered  into a second  credit  agreement  with BNP pursuant to
which  the bank made a term loan  (the  "Second  BNP  Loan") to Bacou USA in the
principal amount of $50.0 million, in connection with our acquisition of Perfect
Fit. The Second BNP Loan requires  quarterly interest payments at an annual rate
equal to three-month LIBOR plus 0.60% and requires principal repayments in equal
quarterly installments over seven years.

On August 24, 1999, we entered into a credit agreement with BankBoston,  N.A. as
agent for  participating  banks  ("BankBoston").  Under  this  credit  agreement
BankBoston  established  a  revolving  line of  credit  facility  with a maximum
principal  limit  of  $36.0  million  (the  "BankBoston   Revolving  Facility").
Principal outstanding under the BankBoston 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  BankBoston's  base rate.  According  to its terms,  the
facility is scheduled for repayment on August 24, 2001.

BankBoston  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") and in August 1999, we received proceeds
totaling  $11.2  million.  Principal  outstanding  under the RIIFC Revenue Bonds
bears  interest at fixed rates ranging from LIBOR plus 0.70% to LIBOR plus 0.95%
during its term.  Proceeds  from the RIIFC  Revenue Bonds are being used to fund
the acquisition of our Rhode Island manufacturing  facility, the construction of
an addition to such  facility as previously  discussed,  and for the purchase of
machinery and equipment at our Rhode Island  facility over a three-year  period.
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 the closing of the BankBoston  credit agreement we repaid all
amounts  outstanding,  totaling $8.9 million,  under a revolving credit facility
with Citizens Bank of Rhode Island and terminated that facility.

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  3.4% during
1999.  Sinking  Fund  installments  are due on June 1 of each  year of its  term
through 2005. Principal equal to $735,000 was repaid on June 1, 1999.

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 investments, if any, resulting
from our acquisition  strategy.  Except for cash  requirements to fund potential
future  acquisitions,  we  believe  that cash flow  provided  by our  operations
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 October through  December have been somewhat lower
than in other periods because of 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 because
of other factors, including promotional activity undertaken by us in response to
competitive pressures, market demand, production capacity,  inventory levels and
other considerations.

YEAR 2000 COMPLIANCE

Many  existing  computer  programs use only two digits to identify a year in the
date field. These programs were designed and developed without  consideration of
the impact of the upcoming  change in century.  If not corrected,  many computer
applications  could fail or create  erroneous  results during or before the year
2000.

We  initiated  a  comprehensive  project in June 1997 to  address  our year 2000
compliance. The project consists of four phases including:

     o    assessment phase -- identification  of areas of non-compliance  (based
          upon a combination of our own analysis and direct  communication  with
          vendors that  developed and support our  software)  and  evaluation of
          risk;

     o    planning   phase  --   development   of  specific   steps  to  correct
          non-compliance, including a timetable;

     o    implementation  phase --  execution  of  steps  developed  during  the
          planning phase; and

     o    testing phase -- conducting tests to validate year 2000 compliance for
          systems in which we are not relying on representations of vendors.

The project  considers both our primary  information  systems  (software for all
financial  systems,  network  software and  equipment,  personal  computers  and
related software,  etc.) and other applications dependent upon embedded software
(manufacturing equipment, telephone systems, security systems, etc.)

We have completed the assessment  and planning  phases of this project.  We have
also completed the implementation phase for all material areas of non-compliance
identified  during the  assessment  and planning  phases.  The testing  phase is
substantially  complete,  however,  testing is expected to continue  through the
remainder of 1999.

Results of the assessment phase initially identified  applications,  principally
at our Survivair and Uvex Safety divisions,  which were not year 2000 compliant.
During 1997, we initiated a project to install and implement  common software at
all of our business units and we signed a license  agreement with J.D. Edwards &
Company  for such  software  in  September  1997.  Full  implementation  of this
software was completed at our Survivair  division on January 1, 1999, and at our
Uvex Safety  division on April 1, 1999.  J.D.  Edwards & Company has represented
that this software is year 2000 compliant and that its processes used to achieve
year 2000 readiness are certified by the Information  Technology  Association of
America.  We believe that  implementation  of this software at our Survivair and
Uvex divisions has corrected our material year 2000 deficiencies.

We have incurred costs totaling approximately $3.5 million through September 30,
1999 for  implementation  of the  software  at our  Survivair  and  Uvex  Safety
business  units,  and we have no  significant  remaining  costs to complete full
implementation.  Except for the cost of training, implementation costs have been
capitalized  and will be  depreciated  over  the  estimated  useful  life of the
software. Training is complete and the related cost was expensed as incurred.

Our  business  may also be  dependent  upon the systems of critical  third-party
vendors,  and we have continued to monitor their Year 2000  readiness.  Based on
information we have received from these  vendors,  we believe that any Year 2000
deficiencies  in their  systems  would not  represent  a material  financial  or
business risk to us.

We believe that the most  reasonably  likely worst case result  relating to year
2000 would be the failure of certain  applications  with embedded  software,  or
failure  of  third  party  systems  on  which  our  systems  rely.   Failure  of
applications with embedded  software could result in temporary  disruption to an
aspect  of our  operations,  such as  disruption  in the  operation  of  certain
manufacturing  equipment.  Failure of the information  systems of a vendor could
result in the temporary  interruption of supply of material or services required
by us.  Although  there  can be no  assurance  that  these  failures  would  not
adversely  affect our business,  we believe the effect of such failure would not
be material.  We have developed informal  contingency plans relating to any such
failure,  which include  reliance upon redundant  systems,  reliance upon manual
systems and reliance upon alternate vendors.


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, 1999, we had debt  outstanding
totaling  $149.6  million.  Interest rates on  principally  all of this debt are
variable based upon three-month  LIBOR.  Three-month LIBOR  approximated 5.4% at
September 30, 1999.

A 10% adverse  change in the  prevailing  interest  rates during 1999 would have
resulted  in  a  reduction  of  our  nine-month   1999  after-tax   earnings  of
approximately $380,000 or $0.02 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 the  September  30, 1999,  interest  rates would
result in the potential  loss of after-tax  earnings over the next twelve months
equal to approximately $500,000 or $0.03 per share.



<PAGE>

PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibit Index


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


Exhibit 4.1         Credit  Agreement  dated as of August 24, 1999,  among Bacou
                    USA, Inc., Uvex Safety Manufacturing, Inc., BankBoston, N.A.
                    and KeyBank N.A.

Exhibit 4.2         Bond Purchase  Agreement dated as of August 24, 1999,  among
                    Bacou  USA,   Inc.,   Uvex   Safety   Manufacturing,   Inc.,
                    BankBoston,  N.A.,  KeyBank N.A. and Rhode Island Industrial
                    Facilities Corporation

Exhibit 11          Statement Re: Computation of Per Share Earnings

Exhibit 27          Financial Data Schedule



<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: November 12, 1999




BACOU USA, INC.
(Registrant)



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