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 June 30, 2001

                                       OR

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

For the transition period from ________________ to __________________

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

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

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

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

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

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

The number of shares  outstanding of the issuer's Common Stock, $.001 par value,
as of August 6, 2001 was 17,682,465.


<PAGE>


                                 BACOU USA, INC.

                                      INDEX




PART I.    FINANCIAL INFORMATION                                        PAGE NO.

Item 1.    Financial Statements

           Consolidated Condensed Balance Sheets,
           December 31, 2000 and June 30, 2001                                3

           Consolidated Condensed Statements of Income, Three and
           Six Months Ended June 30, 2000 and 2001                            4

           Consolidated Condensed Statements of Cash Flows,
           Six Months Ended June 30, 2000 and 2001                            5

           Notes to Consolidated Condensed Financial Statements          6 -  8

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

Item 3.    Quantitative and Qualitative Disclosures About Market Risk        15

PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                                 16

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

           Signatures                                                        17


<PAGE>

<TABLE>

PART I. Financial Information
ITEM I. Financial Statements

                        BACOU USA, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                        (in thousands, except share data)
<CAPTION>
                                                                                          (unaudited)
                                                                    December 31,           June 30,
                                                                        2000               2001
                                                                  ------------------   ------------------
                              ASSETS
   Current assets:
<S>                                                                      <C>               <C>
     Cash and cash equivalents .......................................   $    980         $ 18,688
     Trade accounts receivable, net ..................................     53,275           51,456
     Inventories .....................................................     45,504           39,606
     Other current assets ............................................      2,024            3,131
     Deferred income taxes ...........................................      1,952            1,993
                                                                         --------         --------
       Total current assets ..........................................    103,735          114,874
   Property and equipment, net .......................................     78,392           74,855
   Intangible assets, net ............................................    194,456          189,423
   Other assets ......................................................      2,947            2,947
                                                                         --------         --------
       Total assets ..................................................   $379,530         $382,099
                                                                         ========         ========

      LIABILITIES AND STOCKHOLDERS' EQUITY
     Current liabilities:
     Current installments of long-term debt ..........................   $ 28,057         $ 23,857
     Accounts payable ................................................     11,239           12,830
     Accrued expenses ................................................     11,788            9,388
     Income taxes payable ............................................      1,542            5,581
                                                                         --------         --------
       Total current liabilities .....................................     52,626           51,656
   Long-term debt ....................................................     98,178           85,750
   Deferred income taxes .............................................     13,852           15,455
   Other liabilities .................................................      1,799            1,719
                                                                         --------         --------
       Total liabilities .............................................    166,455          154,580
                                                                         --------         --------

     Preferred stock, $.001 par value, 5,000,000 shares
      authorized, no shares issued and outstanding ....................       ---              ---
     Common stock, $.001 par value, 50,000,000 shares
      authorized, 17,671,465 shares in 2000 and
     17,682,465 shares in 2001 issued and outstanding ................         18               18
   Additional paid-in capital ........................................     73,800           74,008
   Retained earnings .................................................    139,257          153,493
                                                                         --------         --------
       Total stockholders' equity ....................................    213,075          227,519
                                                                                          --------
                                                                                          --------
       Total liabilities and stockholders' equity ....................   $379,530          382,099
                                                                         ========         ========

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

<PAGE>



<TABLE>

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

                                                                 Three Months Ended             Six Months Ended
                                                                      June 30,                      June 30,
                                                             ----------------------------  ----------------------------
                                                                 2000           2001           2000           2001
                                                             -------------  -------------  -------------  --------------

<S>                                                             <C>         <C>             <C>            <C>
Net sales ................................................      $ 82,178    $ 80,182        $ 157,003      $ 156,943
Cost of sales ............................................        42,481      42,830           82,743         85,426
                                                                --------    --------        ---------      ---------
Gross profit .............................................        39,697      37,352           74,260         71,517

Operating expenses:
  Selling ................................................        12,900      12,300           24,275         24,291
  General and administrative .............................         5,490       6,142           11,416         11,495
  Costs relating to evaluation of strategic alternatives .            --       1,127               --          1,432
  Research and development ...............................         1,423       1,462            2,862          2,883
  Amortization of intangible assets ......................         2,427       2,515            4,832          5,000
                                                                --------    --------        ---------      ---------
Total operating expenses .................................        22,240      23,546           43,385         45,101
                                                                --------    --------        ---------      ---------

Operating income .........................................        17,457      13,806           30,875         26,416

Other expense (income):
  Interest expense .......................................         2,436       1,600            4,748          3,668
  Interest income ........................................          (82)        (62)            (181)          (138)
  Other ..................................................           340        (74)              474           (92)
                                                                --------    --------        ---------      ---------
Total other expense ......................................         2,694       1,464            5,041          3,438
                                                                --------    --------        ---------      ---------

Income before income taxes ...............................        14,763      12,342           25,834         22,978
Income taxes .............................................         5,391       4,799            9,397          8,742
                                                                --------    --------        ---------      ---------

Net income ...............................................      $  9,372    $  7,543        $  16,437      $  14,236
                                                                ========    ========        =========      =========

Earnings per share:
  Basic ..................................................      $   0.53    $   0.43        $    0.93      $    0.81
                                                               =========    ========        =========      =========
  Diluted ................................................      $   0.53    $   0.42        $    0.93      $    0.79
                                                                ========    ========        =========      =========

Weighted average shares outstanding:
  Basic ..................................................        17,648      17,679           17,639        17,676
                                                                ========    ========        =========     =========
  Diluted ................................................        17,799      17,990           17,724        17,983
                                                               =========   =========        =========    ==========


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



<PAGE>

<TABLE>

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

                                                                            Six Months Ended
                                                                                June 30,
                                                                    ---------------------------------
                                                                          2000               2001
                                                                     --------------    ----------------
Cash flows from operating activities:
<S>                                                                     <C>              <C>
  Net income .......................................................... $ 16,437         $ 14,236
  Adjustments to reconcile net income to net cash provided
    by operating activities:
  Depreciation and amortization .......................................    9,804           10,366
  Deferred income taxes ...............................................    1,992            1,562
  Change in assets and liabilities, net of effects of acquired
    companies:
    Trade accounts receivable .........................................  (7,073)            1,819
    Inventories .......................................................    (350)            5,898
    Prepaid expenses and other assets .................................    (787)          (1,107)
    Accounts payable ..................................................    3,623            1,591
    Accrued expenses ..................................................  (5,842)          (2,480)
    Income taxes ......................................................    2,176            4,039
                                                                        --------         --------
    Net cash provided by operating activities .........................   19,980           35,924
                                                                        --------         --------

Cash flows from investing activities:
  Capital expenditures ................................................  (8,574)          (1,796)
  Acquisition of businesses, including direct costs of
    acquisition, net of cash acquired .................................  (5,313)               --
                                                                        --------         --------
    Net cash used in investing activities ............................. (13,887)          (1,796)
                                                                        --------         --------

Cash flows from financing activities:
  Repayment of long-term debt ......................................... (11,429)         (11,428)
  Repayments under note payable, net ..................................      --           (5,200)
  Proceeds from exercise of stock options .............................      475              208
                                                                        --------         --------
    Net cash used in financing activities ............................. (10,954)         (16,420)
                                                                        --------         --------

Net increase (decrease) in cash and cash equivalents ..................  (4,861)           17,708
Cash and cash equivalents at beginning of period ......................   10,272              980
                                                                        --------         --------
Cash and cash equivalents at end of period ............................ $  5,411         $ 18,688
                                                                        ========         ========
Supplemental disclosures of cash flow information:
  Cash paid during the period for interest ............................ $  4,986         $  3,847
                                                                        ========         ========
  Cash paid during the period for income taxes ........................ $  5,004         $  3,142
                                                                        ========         ========

See accompanying notes to consolidated condensed financial statements .

</TABLE>

<PAGE>



                        BACOU USA, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2001
                                   (unaudited)

1.   BASIS OF PRESENTATION

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

The  financial   statements  have  been  prepared  pursuant  to  the  rules  and
regulations  of the Securities  and Exchange  Commission  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.

Certain amounts in 2000 have been reclassified in order to conform to the 2001
presentation.

2.   TRADE ACCOUNTS RECEIVABLE

An allowance for doubtful accounts is deducted from trade accounts receivable in
the accompanying  financial statements.  The allowance for doubtful accounts was
$1,391,000 at December 31, 2000 and $1,266,000 at June 30, 2001.


3.   INVENTORIES

Inventories consist of the following:
                                              December 31,          June 30,
(in thousands)                                    2000               2001
                                           ---------------        -------------

Raw material and supplies...............       $16,103               $17,142
Work-in-process.........................         6,008                 5,514
Finished goods..........................        23,393                16,950
                                           ---------------        -------------
                                               $45,504               $39,606
                                           ===============        =============


4.   PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS

Accumulated  depreciation  and  amortization  on property and equipment  totaled
$34,415,000 at December 31, 2000 and  $39,789,000 at June 30, 2001.  Accumulated
amortization on intangible  assets totaled  $39,923,000 at December 31, 2000 and
$44,956,000 at June 30, 2001.


5.  EARNINGS PER SHARE

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

Dilutive  potential  common shares during all periods  presented were limited to
the  effect of  outstanding  stock  options  determined  by  application  of the
treasury  stock method.  Dilutive stock options  included in the  computation of
diluted earnings per share totaled 151,000 for the three-month period and 85,000
for the  six-month  period  ended June 30,  2000,  and  totaled  311,000 for the
three-month period and 307,000 for the six-month period ended June 30, 2001.


6.  SEGMENT DATA

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

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

Presented  below is a summary of  financial  data for the  Company's  reportable
segments.  Adjustments to reconcile  segment  operating  income to  consolidated
operating  income for the three  months  ended June 30,  2000 and 2001,  include
amortization  expense  totaling  $2,427,000  in 2000  and  $2,515,000  in  2001.
Reconciling  adjustments also include costs equal to $1,127,000  incurred during
2001  in  connection   with  the  ongoing   process  of   evaluating   strategic
alternatives.  Adjustments to reconcile segment operating income to consolidated
operating  income  for the six  months  ended  June 30,  2000 and 2001,  include
amortization  expense  totaling  $4,832,000  in 2000  and  $5,000,000  in  2001.
Reconciling  adjustments also include costs equal to $1,432,000  incurred during
2001  in  connection   with  the  ongoing   process  of   evaluating   strategic
alternatives. Segment assets exclude intercompany receivables and investments in
wholly-owned subsidiaries.
<TABLE>
<CAPTION>

                                                Hand       Optical Frames
                                 Safety      Protection    and Instruments     All      Reconciling     Consolidated
(in thousands)                   Segment      Segment         Segment         Other     Adjustments        Total
                               -----------  ------------  ----------------  ---------  --------------  --------------
Three months ended
June 30, 2000:
<S>                            <C>            <C>             <C>           <C>            <C>            <C>
Net sales ..................   $ 58,461       $15,928         $ 7,789       $   --         $  --          $ 82,178
Operating income (loss) ....     17,620         2,659             789      (1,184)       (2,427)            17,457
Depreciation ...............      1,822           222             313           61            --             2,418
Capital expenditures .......      4,984           948              29      (1,060)            --             4,901

Three months ended
June 30, 2001:
Net sales ..................   $ 55,819       $16,565         $ 7,798       $   --         $  --          $ 80,182
Operating income (loss) ....     16,122         1,769           1,266      (1,709)       (3,642)            13,806
Depreciation ...............      2,047           326             258           53            --             2,684
Capital expenditures .......      1,396            55              --            4            --             1,455


Six months ended
June 30, 2000:
Net sales ..................   $108,564       $31,798         $16,641       $   --         $  --          $157,003
Operating income (loss) ....     31,499         5,102           1,832      (2,726)       (4,832)            30,875
Depreciation ...............      3,717           493             638          124            --             4,972
Capital expenditures .......      8,061         1,388             100        (975)            --             8,574
Total assets (December 31) .    260,075        81,343          25,982       12,130            --           379,530

Six months ended
June 30, 2001:
Net sales ..................   $105,711       $35,378         $15,854       $   --         $  --          $156,943
Operating income (loss) ....     29,099         3,721           2,744      (2,716)       (6,432)            26,416
Depreciation ...............      4,078           649             532          107            --             5,366
Capital expenditures .......      1,425           218             134           19            --             1,796
Total assets ...............    252,395        76,762          24,436       28,506            --           382,099

</TABLE>

<PAGE>


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

FACTORS THAT MAY AFFECT FUTURE PERFORMANCE

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


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

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

RECENT DEVELOPMENTS

Combination with Christian Dalloz S.A.

We announced on May 30, 2001 that Bacou S.A., our majority owner,  had agreed to
a cash and stock  combination with Christian Dalloz S.A., a company domiciled in
France and whose shares are publicly traded on the Paris Stock Exchange. We also
announced that, in a related U.S. merger transaction,  all minority shareholders
of Bacou USA, Inc.  would receive  $28.50 in cash for their shares.  On July 16,
2001, we announced that we expected these  transactions  would be consummated in
early September 2001 following the fulfillment of certain applicable conditions.



<PAGE>


National Economic Conditions

During 2001 leading economic indicators have pointed to a slowdown in the United
States  economy.  A number of  manufacturing  companies  and  other  businesses,
including  some  companies  that use our products,  have  announced  layoffs and
projections  for  reduced  output  in 2001.  While it is  premature  to know the
ultimate  impact of such events on Bacou USA, it is possible  that such  actions
could affect the volume of purchases of our products by these companies and as a
result,  there  could be an  adverse  effect  on our  business  and  results  of
operations in 2001.  Our domestic sales during the first six months of 2001 were
equal to $131.8  million,  compared with domestic sales of $134.7 million during
the first six months of 2000.  We believe that our domestic  sales have declined
due in part to the slowing U.S. economy.

Acquisitions


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


RESULTS OF OPERATIONS
<TABLE>

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

                                                   THREE MONTHS ENDED JUNE 30,                 SIX MONTHS ENDED JUNE 30,
                                         ------------------------------------------  ---------------------------------------------
(in thousands, except percentages)                  2000                  2001                 2000                   2001
                                        --------------------  --------------------  ---------------------  ----------------------

<S>       <C>                          <C>         <C>         <C>            <C>     <C>         <C>        <C>             <C>
Net sales (1) ...................      $82,178       100.0%    $  80,182      100.0%  $  157,003  100.0%     $156,943        100.0%
Cost of sales ...................       42,481         51.7       42,830        53.4      82,743    52.7       85,426          54.5
                                       -------     --------      -------     -------     -------  ------      -------       -------
Gross profit ....................       39,697         48.3       37,352        46.6      74,260    47.3       71,517          45.5

Operating expenses:
  Selling (1) ...................       12,900         15.7       12,300        15.4      24,275    15.4       24,291          15.5
  General and administrative ....        5,490          6.7        6,142         7.7      11,416     7.3       11,495           7.3
  Costs relating to evaluation of
    strategic ...................           --           --        1,127         1.4          --      --        1,432           0.9
alternatives
  Research and development ......        1,423          1.7        1,462         1.8       2,862     1.8        2,883           1.8
  Amortization of intangible ass         2,427          3.0        2,515         3.1       4,832     3.1        5,000           3.2
                                       -------      -------      -------    --------     -------  ------     --------      --------
Total operating expenses ........       22,240         27.1       23,546        29.4      43,385    27.6       45,101          28.7
                                       -------     --------      -------    --------    --------  ------     --------      --------

Operating income ................       17,457         21.2       13,806        17.2      30,875    19.7       26,416          16.8
Other expense ...................        2,694          3.2        1,464         1.8       5,041     3.2        3,438           2.2
                                       -------     --------      -------    --------     -------  ------     --------      --------
Income before income taxes ......       14,763         18.0       12,342        15.4      25,834    16.5       22,978          14.6
Income taxes ....................        5,391          6.6        4,799         6.0       9,397     6.0        8,742           5.6
                                       -------     --------      -------    --------    -------- -------     --------      --------
Net income ......................      $ 9,372         11.4      $ 7,543         9.4    $ 16,437    10.5     $ 14,236           9.1
                                       =======     ========      =======   =========    ======== =======     ========      ========

(1)  During the fourth quarter of 2000 the company adopted  Emerging Issues Task
     Force Issue No.  00-10,  "Accounting  for Shipping  and  Handling  Fees and
     Costs",  which  required  the  company  to  classify   reimbursements  from
     customers for shipping and handling  costs as sales rather than a reduction
     of the  related  operating  cost.  Amounts  previously  reported in 2000 as
     reductions to selling expenses have been reclassified and reported as sales
     as required by this new pronouncement.  Reclassified  amounts were equal to
     $655,000 for the three months  ended June 30, 2000 and  $1,260,000  for the
     six months ended June 30, 2000.
</TABLE>

<PAGE>


THREE MONTHS ENDED JUNE 30, 2000 COMPARED WITH THREE MONTHS ENDED JUNE 30, 2001

Net Sales.  Our net sales declined from $82.2 million for the three months ended
June 30, 2000 to $80.2  million for the three months  ended June 30,  2001.  Net
sales for our safety  segment  declined 4.5% from $58.5 million in 2000 to $55.8
million  in 2001.  Net sales for our glove  segment  increased  4.0% from  $15.9
million in 2000 to $16.6 million in 2001.  Net sales for our optical  frames and
instruments segment were $7.8 million in both periods.

Our international  sales increased 10.8% from $12.0 million for the three months
ended June 30, 2000 to $13.3  million for the three  months ended June 30, 2001.
Domestic  sales for the  quarter  declined  from $70.2  million in 2000 to $66.9
million in 2001. We believe the decline in our domestic sales was due in part to
the  slowing  U.S.  economy  (see  "Recent   Developments  -  National  Economic
Conditions").

Cost of Sales. Our cost of sales was equal to $42.5 million for the three months
ended June 30, 2000  compared with $42.8 million for the three months ended June
30, 2001.

Gross  Profit.  Our gross profit  declined 5.9% from $39.7 million for the three
months ended June 30, 2000 to $37.4  million for the three months ended June 30,
2001.  Our  gross  margin  declined  from  48.3% in 2000 to  46.6% in 2001.  The
reduction  in our gross  margin  was  primarily  a result of lower  sales in the
safety segment and increased sales in the hand protection segment which products
have lower gross margins than the safety segment.


Operating Expenses. Our operating expenses increased 5.9% from $22.2 million for
the three months ended June 30, 2000 to $23.5 million for the three months ended
June 30, 2001. Our 2001 operating  expenses included costs totaling $1.1 million
incurred  in  connection  with  our  ongoing  evaluation  of  certain  strategic
alternatives. This project is continuing into the third quarter and we expect to
incur additional costs during 2001; however, the amount of such additional costs
is not estimable at this time.


Operating  Income.  As a result of the foregoing,  our operating income declined
20.9% from  $17.5  million  for the three  months  ended June 30,  2000 to $13.8
million  for the  three  months  ended  June 30,  2001.  Our  operating  income,
excluding costs relating to the evaluation of strategic alternatives,  was $17.8
million for the 2000-period and $14.9 million for the 2001-period.

Other  Expense.  Other  expense  consists  principally  of net interest  expense
totaling  $2.3 million for the three months ended June 30, 2000 and $1.5 million
for the three  months  ended June 30,  2001.  We had debt  outstanding  totaling
$132.5  million at June 30,  2000,  and $109.6  million at June 30,  2001,  with
interest rates on most of this debt variable based upon  three-month  LIBOR. Our
interest expense declined from the 2000-period to 2001 due to lower average debt
balances outstanding as well as lower average interest rates.

Income Taxes. Our effective income tax rate was 36.5% for the three months ended
June 30, 2000 and 38.9% for the three months ended June 30, 2001.  The effective
rate in both periods was higher than the federal  statutory rate of 35.0% due to
state and local income taxes. Also, we have not recorded a tax benefit on any of
the costs incurred in connection with our evaluation of strategic  alternatives,
thereby resulting in an increase to our effective tax rate from 2000 to 2001.

Net Income.  As a result of the  foregoing,  our net income  declined  from $9.4
million  ($0.53 per diluted  share) for the three  months ended June 30, 2000 to
$7.5 million ($0.42 per diluted share) for the three months ended June 30, 2001.
Our  net  income,  excluding  costs  relating  to our  evaluation  of  strategic
alternatives,  was $9.4 million  ($0.53 per diluted  share) for the three months
ended June 30, 2000 and $8.7  million  ($0.48 per  diluted  share) for the three
months ended June 30, 2001.

SIX MONTHS ENDED JUNE 30, 2000 COMPARED WITH SIX MONTHS ENDED JUNE 30, 2001

Net Sales.  Our net sales were equal to $157.0  million  for both the six months
ended June 30,  2001 and 2000.  Net sales for our  safety  segment  were  $105.7
million  in 2001  compared  to $108.6  million  in 2000.  Net sales for our hand
protection  segment  increased 11.3% from $31.8 million in 2000 to $35.4 million
in 2001, due primarily to inclusion of sales for our recently acquired Whiting +
Davis  business.  Net sales  for our  optical  frames  and  instruments  segment
declined from $16.6 million in 2000 to $15.9 million in 2001.

International  sales increased 12.4% from $22.3 million for the six months ended
June 30, 2000 to $25.1 million for the six months ended June 30, 2001.  Domestic
sales for the six-month  period  declined from $134.7  million in 2000 to $131.9
million in 2001.  We believe the decline in our  domestic  sales was due in part
due to the slowing U.S.  economy (see "Recent  Developments - National  Economic
Conditions").

Cost of Sales.  Our cost of sales  increased 3.2% from $82.7 million for the six
months  ended June 30, 2000 to $85.4  million for the six months  ended June 30,
2001, due to product mix and slightly higher labor costs.

Gross  Profit.  Our gross profit  declined  3.7% from $74.3  million for the six
months  ended June 30, 2000 to $71.5  million for the six months  ended June 30,
2001.  Our gross margin  declined from 47.3% in 2000 to 45.6% in 2001. Our gross
margin for the 2001-period was adversely affected due to:

o increases in the sale of our glove  products,  which have lower gross  margins
  than our other product lines;
o higher first quarter labor costs  resulting from employment  levels at certain
  of our  manufacturing  facilities that were higher than  necessary for the
  reduced  demand; and
o product mix.


Operating Expenses. Our operating expenses increased 4.0% from $43.4 million for
the six months  ended June 30, 2000 to $45.1  million  for the six months  ended
June 30, 2001. Our 2001 operating  expenses included costs totaling $1.4 million
incurred  in  connection  with  our  ongoing  evaluation  of  certain  strategic
alternatives.

Operating  Income.  As a result of the foregoing,  our operating income declined
14.4% from $30.9 million for the six months ended June 30, 2000 to $26.4 million
for the six months ended June 30, 2001. Our operating  income,  excluding  costs
relating to our evaluation of strategic alternatives,  was $30.9 million for the
six months  ended June 30, 2000 and $27.9  million for the six months ended June
30, 2001.

Other  Expense.  Other  expense  consists  principally  of net interest  expense
totaling  $4.6  million for the six months  ended June 30, 2000 and $3.5 million
for the six months ended June 30, 2001. We had debt outstanding  totaling $132.5
million at June 30, 2000,  and $109.6  million at June 30, 2001,  with  interest
rates on most of this debt variable based upon  three-month  LIBOR. Our interest
expense declined from the 2000-period to 2001 due to lower average debt balances
outstanding as well as lower average interest rates.

Income Taxes.  Our effective  income tax rate was 36.4% for the six months ended
June 30, 2000 and 38.0% for the six months  ended June 30, 2001.  The  effective
rate in both periods was higher than the federal  statutory rate of 35.0% due to
state and local income taxes. Also, we have not recorded a tax benefit on any of
the costs incurred in connection with our evaluation of strategic  alternatives,
thereby resulting in an increase to our effective tax rate from 2000 to 2001.

Net Income.  As a result of the  foregoing,  our net income  declined from $16.4
million  ($0.93 per  diluted  share) for the six months  ended June 30,  2000 to
$14.2 million  ($0.79 per diluted share) for the six months ended June 30, 2001.
Our  net  income,  excluding  costs  relating  to the  evaluation  of  strategic
alternatives,  was $16.4  million  ($0.93 per diluted  share) for the six months
ended June 30,  2000 and $15.7  million  ($0.87 per  diluted  share) for the six
months ended June 30, 2001.

LIQUIDITY AND CAPITAL RESOURCES

Our  liquidity  historically  has  been  derived  from  cash  flow  provided  by
operations  and,  periodically,  from bank  borrowings  utilized  to finance the
acquisition of businesses and certain  capital  expenditures.  We utilize EBITDA
(earnings before interest, taxes, depreciation and amortization) as a measure of
our cash flow  provided  by  operations.  EBITDA  should  not be  considered  in
isolation  or as a  substitute  for net  earnings or cash  provided by operating
activities,  each  prepared in accordance  with  generally  accepted  accounting
principles.  EBITDA  as  reported  by us  is  equal  to  operating  income  plus
depreciation  and  amortization,  adjusted  (when  applicable)  for  unusual  or
infrequent  items.  EBITDA as reported by us may not be  comparable to similarly
titled  measures   presented  by  other  companies  and  comparisons   could  be
misleading.  Our adjusted EBITDA was $38.2 million for the six months ended June
30, 2001 and $40.7 million for the three months ended June 30, 2000.

Our working  capital  increased by $12.1  million from $51.1 million at December
31, 2000,  to $63.2 million at June 30, 2001.  Improvement  in our cash position
was the primary  cause for the  increase in working  capital,  as cash  balances
increased by $17.7  million and we repaid  outstanding  principal on our line of
credit equal to $5.2 million. We reduced inventories by $5.9 million and reduced
trade accounts receivable by $1.8 million during the six-month period ended June
30, 2001. Our key working capital (accounts receivable,  plus inventories,  less
accounts  payable)  improved by $9.3 million from  December 31, 2000 to June 30,
2001.

Cash used for  investing  activities  was equal to $1.8  million  during the six
months ended June 30, 2001,  consisting entirely of capital  expenditures.  Cash
used for investing  activities  was equal to $13.9 million during the six months
ended June 30, 2000, consisting of capital expenditures of $8.6 million and cash
paid  for the  acquisition  of  businesses  of  $5.3  million.  Payments  in the
2000-period relating to the acquisition of businesses consisted principally of a
final payment of contingent  consideration due on the acquisition of Perfect Fit
Glove Co., Inc. ("Perfect Fit").

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

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

We have  entered  into a  credit  agreement  with  Fleet  National  Bank  (f/k/a
BankBoston,  N.A.) as agent for participating banks ("Fleet"). Under this credit
agreement  the bank  established  a  revolving  line of credit  facility  with a
maximum principal limit of $36.0 million ("Fleet Revolving Facility"). Principal
outstanding under the Fleet Revolving  Facility will bear interest at our option
at either (a) a fixed rate equal to LIBOR  plus  0.70%,  or (b) a floating  rate
equal to Fleet's  base rate.  There  were no  amounts  outstanding  on the Fleet
Revolving Facility at June 30, 2001.

Fleet also has agreed to  purchase up to $30.0  million of economic  development
revenue bonds issued by Rhode Island Industrial  Facilities  Corporation ("RIIFC
Revenue  Bonds").  At June 30, 2001, there was a principal  balance  outstanding
equal to $11.2  million  under the RIIFC Revenue  Bonds.  Principal  outstanding
bears interest at fixed rates ranging from LIBOR plus 0.70% to LIBOR plus 0.95%.
Repayment  of  principal  under  the  RIIFC  Revenue  Bonds is due in  quarterly
installments of $500,000  beginning  February 1, 2002,  increasing to $1,500,000
beginning February 1, 2005, with a final payment of any remaining  principal due
on August 1, 2006.

In  connection  with our  acquisition  of Perfect  Fit we  assumed  indebtedness
outstanding  under Wilkes  County  Industrial  Development  Revenue Bonds in the
principal  amount of $6.3  million.  Principal  outstanding  under these revenue
bonds bears  interest at a variable  rate,  which  averaged  3.3% during the six
months ended June 30, 2001. In March 2000, we  restructured  the repayment terms
of these bonds such that the remaining  principal balance of $5.6 million is now
due in full on December 31, 2006.

We believe that cash flow  provided by our  operating  activities  together with
unused  borrowing  capacity  will be  sufficient  to fund  our  working  capital
requirements,  debt  service  requirements  and  capital  expenditures  for  the
foreseeable future.

Seasonality

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

Effects of Inflation

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

New Accounting Pronouncements

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

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

In July 2001, the Financial Accounting Standards Board issued Statement No. 141,
Business  Combinations  ("Statement  141"), and Statement No. 142,  Goodwill and
Other  Intangible  Assets  ("Statement  142").  Statement  141 requires that the
purchase  method of accounting be used for all business  combinations  initiated
after  June  30,  2001 as  well as all  purchase  method  business  combinations
completed  after June 30,  2001.  Statement  141 also  specifies  criteria  that
intangible  assets acquired in a purchase method business  combination must meet
to be recognized and reported  apart from  goodwill.  Statement 142 will require
that goodwill and intangible  assets with  indefinite  useful lives no longer be
amortized,  but instead be tested for impairment at least annually in accordance
with the  provisions  of  Statement  142.  Statement  142 will also require that
intangible  assets with definite useful lives be amortized over their respective
lives to their estimated residual values and be reviewed for impairment.

The Company is required to immediately adopt the provisions of Statement 141 and
must adopt the provisions of Statement 142 effective  January 1, 2002.  Goodwill
and intangible assets acquired in business combinations completed before July 1,
2001 will continue to be amortized prior to the adoption of Statement 142.

Statement  141 will require,  upon  adoption of Statement  142, that the Company
evaluate its existing  intangible  assets and goodwill  that were  acquired in a
prior purchase business combination and to make any necessary  reclassifications
in order to conform with the new criteria in Statement 141 for recognition apart
from  goodwill.  Upon adoption of Statement 142, the Company will be required to
reassess the useful lives and residual values of all intangible  assets acquired
in purchase business  combinations,  and make any necessary  amortization period
adjustments by the end of the first interim period after adoption.  In addition,
to the extent an intangible  asset is identified as having an indefinite  useful
life, the Company will be required to test the  intangible  asset for impairment
in  accordance  with the  provisions  of Statement  142 within the first interim
period.  Any  impairment  loss will be measured  as of the date of adoption  and
recognized as the cumulative  effect of a change in accounting  principle in the
first interim period.

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 June 30,  2001,  we had debt  outstanding
totaling  $109.6  million.  Interest rates on  principally  all of this debt are
variable based upon three-month  LIBOR.  Three-month LIBOR  approximated 3.8% at
June 30, 2001.

We have  prepared  sensitivity  analyses of our interest rate exposure to assess
the future  impact of  hypothetical  changes in interest  rates.  Based upon the
results of these  analyses,  we believe  that a 10% adverse  change from current
interest rates would result in the potential loss of after-tax earnings over the
next twelve months equal to approximately $270,000, or $0.02 per share.




<PAGE>


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS


On May 30,  2001,  four  putative  class  action  complaints  were  filed in the
Delaware Court of Chancery on behalf of our public stockholders  against us, our
directors and Bacou S.A. One of the complaints  also includes  Christian  Dalloz
S.A. as a defendant.  Each of the complaints  alleges,  among other things, that
the defendants  breached their fiduciary  duties in setting an unreasonably  low
price to be paid to our public stockholders in the merger. The complaints seek a
preliminary  and  permanent  injunction  enjoining  the  proposed   transaction,
rescission  in  the  event  that  the  transaction  is  completed,  damages  and
attorneys'  fees.  Bacou USA and Christian  Dalloz believe that these claims are
without merit and intend to defend them vigorously.

As reported in our Report on Form 10-K/A for the year ended  December  31, 2000,
we  instituted  a civil  action for a  declaratory  judgment in the Rhode Island
Superior Court. A second defendant has been added and this case has been removed
to the U.S. District Court for the District of Rhode Island. The defendants have
recently  filed  responses to discovery  requests  alleging  damages  against us
totaling $8.9 million, which we have denied.  Discovery proceedings in this case
have been  completed.  Various  dispositive  motions  are  pending and should be
decided during the third quarter.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibit Index

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

None

(b) Reports on Form 8-K

The Company filed two reports on Form 8-K during the quarterly period ended June
30,  2001.  The first  report,  dated May 4, 2001,  was filed for the purpose of
announcing the Company's  financial results for the quarterly period ended March
31, 2001.  The second  report,  dated May 30, 2001, was filed for the purpose of
announcing a merger  agreement  resulting in the combination of Bacou USA, Inc.,
Bacou S.A. and Christian Dalloz, S.A.



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: August 14, 2001



BACOU USA, INC.
(Registrant)



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