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, 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 August 4, 1999 was 17,624,365.


<PAGE>


                                 BACOU USA, INC.

                                      INDEX




PART I.       FINANCIAL INFORMATION                                     PAGE NO.

Item 1.       Financial Statements

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

              Consolidated Condensed Statements of Income, Three
              Months and Six Months Ended June 30, 1998 and 1999            4

              Consolidated Condensed Statements of Cash Flows,
              Six Months Ended June 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 4.       Submission of Matters to a Vote of Security Holders          17

Item 6.       Exhibits and Reports on Form 8-K                             18

              Signatures                                                   19

<PAGE>


PART I. Financial Information
ITEM I. Financial Statements

                        BACOU USA, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                        (in thousands, except share data)
                                   (unaudited)
                                                    December 31,       June 30,
                                                       1998              1999
                                                 ---------------     -----------
                            ASSETS
Current assets:
 Cash and cash equivalents....................        $ 1,090            $ 2,202
 Trade accounts receivable, net...............         27,110             42,717
 Inventories..................................         38,246             43,013
 Other current assets.........................          1,251              3,010
 Deferred income taxes........................          2,138              1,788
                                                 ------------        -----------
  Total current assets........................         69,835             92,730
 Property and equipment, net..................         53,998             65,059
 Intangible assets, net.......................        169,937            200,820
                                                 ------------        -----------
  Total assets................................       $293,770           $358,609
                                                 ============        ===========

   LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt........       $ 15,714            $23,592
Accounts payable..............................          8,959              7,706
Accrued expenses..............................         12,242             16,740
Income taxes payable..........................          1,828              2,756
                                                 ------------        -----------
 Total current liabilities....................         38,743             50,794
Long-term debt................................         92,050            130,019
Deferred income taxes.........................          6,311              7,137
Other liabilities.............................          2,754              3,150
                                                 ------------        -----------
 Total liabilities............................        139,858            191,100
                                                 ============        ===========

Common stock subject to a put option..........          9,450              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
 17,624,365 shares in 1999 issued and
 outstanding..................................             17                 17
Additional paid-in capital....................         63,258             63,473
Retained earnings.............................         81,187             94,569
                                                 ------------        -----------
 Total stockholders' equity...................        144,462            158,059
                                                 ------------        -----------
 Total liabilities and stockholders' equity...       $293,770           $358,609
                                                 ============        ===========

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               Six Months Ended
                                                          June 30,                      June 30,
                                                 ----------------------------  ----------------------------
                                                     1998           1999           1998           1999
                                                 -------------  -------------  -------------  -------------

<S>                                                  <C>            <C>            <C>            <C>
Net sales.....................................       $ 58,864       $ 73,907       $108,379       $128,482
Cost of sales.................................         27,847         40,171         52,546         67,859
                                                 ------------   ------------   ------------   ------------
Gross profit..................................         31,017         33,736         55,833         60,623

Operating expenses:
  Selling......................................         9,462          9,989         17,410         18,682
  General and administrative..................          7,093          5,679         12,059         10,463
  Research and development....................            928          1,263          1,732          2,472
  Purchased in-process research and development           ---           ---           4,680           ---
  Amortization of intangible assets...........          2,073          2,308          3,557          4,423
                                                 ------------   ------------   ------------   ------------
Total operating expenses......................         19,556         19,239         39,438         36,040
                                                 ------------   ------------   ------------   ------------

Operating income..............................         11,461         14,497         16,395         24,583

Other expense (income):
  Interest expense............................          1,909          2,451          2,793          3,908
  Interest income.............................            (29)           (13)           (69)           (25)
  Other.......................................              9           (276)           (39)          (171)
                                                 -------------  ------------   -------------  -------------
Total other expense...........................          1,889          2,162          2,685          3,712
                                                 -------------  ------------   -------------  -------------

Income before income taxes....................          9,572         12,335         13,710         20,871
Income taxes..................................          3,473          4,427          4,875          7,489
                                                 -------------  ------------   -------------  -------------

Net income....................................        $ 6,099        $ 7,908        $ 8,835        $13,382
                                                 =============  ============   =============  =============

Earnings per share:
  Basic........................................       $ 0.35         $ 0.45         $ 0.50        $  0.76
                                                 =============  ============   =============  =============
  Diluted.....................................        $ 0.35         $ 0.45         $ 0.50        $  0.76
                                                 =============  ============   =============  =============

Weighted average shares outstanding:
  Basic........................................       17,599         17,619         17,596         17,618
                                                 =============  ============   =============  =============
  Diluted.....................................        17,731         17,646         17,688         17,716
                                                 =============  ============   =============  =============
</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>
                                                                                  Six Months Ended
                                                                                     June 30,
                                                                               -----------------------
                                                                                  1998          1999
                                                                               ---------      --------

Cash flows from operating activities:
<S>                                                                            <C>            <C>
  Net income .............................................................     $   8,835      $ 13,382
  Adjustments to reconcile net income to net cash
   provided by operating activities:
  Depreciation and amortization ..........................................         6,734         8,747
  Purchased in-process research and development ..........................         4,680          --
  Deferred income taxes ..................................................        (2,016)        1,176
  Change in assets and liabilities, net of effects of acquired companies:
    Trade accounts receivable ............................................        (7,944)       (9,270)
    Inventories ..........................................................        (2,092)        4,138
    Prepaid expenses and other current assets ............................          (797)          104
    Accounts payable .....................................................          (697)       (4,082)
    Accrued expenses .....................................................         5,974        (2,725)
    Income taxes .........................................................           242           929
                                                                               ---------      --------
    Net cash provided by operating activities ............................        12,919        12,399
                                                                               ---------      --------

Cash flows from investing activities:
  Capital expenditures ...................................................        (5,350)       (5,991)
  Acquisition of businesses, including direct costs of
    acquisition, net of cash acquired ....................................      (121,144)      (38,221)
                                                                               ---------      --------
    Net cash used in investing activities ................................      (126,494)      (44,212)
                                                                               ---------      --------

Cash flows from financing activities:
  Proceeds from long-term debt ...........................................       124,300        50,000
  Repayment of long-term debt ............................................        (9,868)      (10,378)
  Repayment of note payable, net .........................................        (1,000)       (6,912)
  Proceeds from issuance of common stock .................................           250           215
  Repurchase of common stock .............................................           (46)         --
                                                                               ---------      --------
    Net cash provided by financing activities ............................       113,636        32,925
                                                                               ---------      --------

Net increase in cash and cash equivalents ................................            61         1,112
Cash and cash equivalents at beginning of period .........................         1,277         1,090
                                                                               =========      ========
Cash and cash equivalents at end of period ...............................     $   1,338      $  2,202
                                                                               =========      ========
Supplemental disclosures of cash flow information:
  Cash paid during the period for interest ...............................     $   2,182      $  3,944
                                                                               =========      ========
  Cash paid during the period for income taxes ...........................     $   6,814      $  5,749
                                                                               =========      ========
  Fair value of stock options issued pursuant to a consulting
    agreement ............................................................     $     337      $   --
                                                                               =========      ========
</TABLE>

See accompanying notes to consolidated condensed financial statements.


                        BACOU USA, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 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  acquired  Perfect Fit Glove Co., Inc. and
certain  affiliates and related assets  ("Perfect Fit"),  which  manufacture and
sell protective  gloves and other related  products  worldwide.  Perfect Fit had
fiscal year 1998 combined net sales of $47.3 million.  The Company  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 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


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 $1,174,000 at June 30, 1999.


4.   INVENTORIES

Inventories consist of the following:
<TABLE>
<CAPTION>
                                                                                December 31,  June 30,
(in thousands)                                                                     1998         1999
                                                                                 -------      -------

<S>                                                                               <C>          <C>
Raw material and supplies ...................................................     $16,407      $18,982
Work-in-process .............................................................       5,165        6,709
Finished goods ..............................................................      16,674       17,322
                                                                                  -------      -------
                                                                                  $38,246      $43,013
                                                                                  =======      =======
</TABLE>


5.   PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS

Accumulated  depreciation  and  amortization  on property and equipment  totaled
$17,954,000 at December 31, 1998 and  $22,293,000 at June 30, 1999.  Accumulated
amortization on intangible  assets totaled  $20,501,000 at December 31, 1998 and
$24,953,000 at June 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 cut- and abrasion-resistant  gloves,
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.

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 June 30, 1998 and 1999, include amortization expense totaling
$2,073,000  in 1998 and  $2,308,000  in 1999,  and  also  include  non-recurring
charges  totaling  $1,754,000  in 1998  and  $590,000  in 1999.  Adjustments  to
reconcile segment operating income to consolidated  operating income for the six
months  ended June 30,  1998 and 1999,  include  amortization  expense  totaling
$3,557,000  in 1998 and  $4,423,000  in 1999,  and  also  include  non-recurring
charges totaling $7,718,000 in 1998 and $590,000 in 1999.


<TABLE>
<CAPTION>
                                                                        Optical Frames
                                                   Safety      Glove    and Instruments     All      Reconciling    Consolidated
(in thousands)                                     Segment    Segment       Segment        Other     Adjustments       Total
                                                   --------   -------   ---------------   -------    -----------    ------------
Three months ended
June 30, 1998:
<S>                                               <C>          <C>         <C>           <C>          <C>            <C>
Net sales ........................................$ 50,849     $  --       $ 8,015       $  --        $    --        $ 58,864
Operating income (loss) ..........................  15,755        --         1,023       (1,490)        (3,827)        11,461
Depreciation .....................................   1,345        --           302            3           --            1,650
Capital expenditures .............................   2,113        --           639           73           --            2,825

Three months ended
June 30, 1999:
Net sales ........................................$ 52,546     $12,788     $ 8,573       $  --        $    --        $ 73,907
Operating income (loss) ..........................  16,093       1,860         915       (1,473)        (2,898)        14,497
Depreciation .....................................   1,663         275         369            8           --            2,315
Capital expenditures .............................   1,647          56       1,154           23           --            2,880


                                                                       Optical Frames
                                                   Safety      Glove   and Instruments      All      Reconciling    Consolidated
(in thousands)                                     Segment    Segment     Segment          Other     Adjustments       Total
                                                   -------    -------  --------------     -------    -----------    ------------
Six months ended
June 30, 1998:
Net sales ........................................$ 91,921     $  --       $16,458       $  --        $    --        $108,379
Operating income (loss) ..........................  28,675        --         1,718       (2,723)       (11,275)        16,395
Depreciation .....................................   2,560        --           605           12           --            3,177
Total assets (December 31)........................ 250,172   .    --        41,938        1,660           --          293,770
Capital expenditures .............................   3,874        --         1,048          428           --            5,350

Six months ended
June 30, 1999:
Net sales ........................................$ 98,470     $12,788     $17,224       $  --        $    --        $128,482
Operating income (loss) ..........................  28,940       1,860       1,777       (2,981)        (5,013)        24,583
Depreciation .....................................   3,303         275         738            8           --            4,324
Total assets ..................................... 258,058      58,692      41,554          305           --          358,609
Capital expenditures .............................   3,731          56       2,132           72           --            5,991
</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;
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 acquired  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 six
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.


<PAGE>

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                         THREE MONTHS ENDED JUNE 30,                   SIX MONTHS ENDED JUNE 30,
                                   ------------------------------------------  ---------------------------------------------
(in thousands, except percentages)         1998                  1999                   1998                   1999
                                   --------------------  --------------------  ---------------------  ----------------------

<S>                                  <C>       <C>        <C>       <C>         <C>         <C>          <C>        <C>
Net sales........................... $58,864   100.0%     $73,907   100.0%      $108,379    100.0%       $128,482   100.0%
Cost of sales (1)...................  27,847    47.3       40,171    54.4         52,546     48.5          67,859    52.8
                                     -------   -----      -------   -----       --------    ------       --------   -----
Gross profit........................  31,017    52.7       33,736    45.6         55,833     51.5          60,623    47.2

Operating expenses:
  Selling...........................   9,462    16.1        9,989    13.5         17,410     16.1          18,682    14.6
  General and administrative (2)....   7,093    12.0        5,679     7.7         12,059     11.1          10,463     8.1
  Research and development..........     928     1.6        1,263     1.7          1,732      1.6           2,472     1.9
  Purchased in-process research
  and development (3)...............      --      --           --      --          4,680      4.3              --      --
  Amortization of intangible assets    2,073     3.5        2,308     3.1          3,557      3.3           4,423     3.5
                                     -------   -----      -------   -----       --------    -----        --------   -----
 Total operating expenses...........  19,556    33.2       19,239    26.0         39,438     36.4          36,040    28.1
                                     -------   -----      -------   -----       --------    -----        --------   -----

Operating income....................  11,461    19.5       14,497    19.6         16,395     15.1          24,583    19.1
Other expense.......................   1,889     3.2        2,162     2.9          2,685      2.5           3,712     2.9
                                     -------   -----      -------   -----       --------    -----        --------   -----
Income before income taxes..........   9,572    16.3       12,335    16.7         13,710     12.6          20,871    16.2
Income taxes........................   3,473     5.9        4,427     6.0          4,875      4.5           7,489     5.8
                                     -------   -----      -------   -----       --------    -----        --------   -----
Net income.......................... $ 6,099    10.4      $ 7,908    10.7       $  8,835      8.1        $ 13,382    10.4
                                     =======   =====      =======   =====       ========    =====        ========   =====
</TABLE>


(1)  Includes  acquisition-related  inventory  adjustments totaling $0.3 million
     for the three months ended June 30, 1998, $0.6 million for the three months
     and six months  ended June 30,  1999,  and $1.0  million for the six months
     ended June 30, 1998.

(2)  Includes  non-recurring  termination payments totaling $1.4 million for the
     three  months  and  six  months  ended  June  30,   1998.   Also   includes
     acquisition-related  bonuses totaling $0.6 million for the six months ended
     June 30, 1998.

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


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

Net Sales. Our net sales increased 25.6% from $58.9 million for the three months
ended June 30, 1998 to $73.9  million for the three  months ended June 30, 1999.
Net sales in the 1999 period included sales totaling $12.8 million for our glove
segment,  consisting  entirely of the Perfect Fit  business  (acquired  by us on
April 1, 1999),  accounting  for an increase of 21.7%.  Net sales for our safety
segment  increased  3.3% from $50.8  million  in 1998 to $52.5  million in 1999,
while net sales for our optical frames and  instruments  segment  increased 7.0%
from $8.0 million in 1998 to $8.6 million in 1999.

Net sales for our safety segment were adversely  affected by difficulties in the
South American economy. Although domestic sales for our safety segment increased
by 5.2%,  foreign sales  declined by 7.0% due  principally to a 27.3% decline in
sales to South America.

Cost of Sales.  Our cost of sales  increased  44.3% from $27.8  million  for the
three  months  ended June 30, 1998 to $40.2  million for the three  months ended
June 30, 1999,  primarily  due to inclusion of operating  results of our Perfect
Fit business.

<PAGE>

Gross Profit.  Our gross profit  increased 8.8% from $31.0 million for the three
months ended June 30, 1998 to $33.7  million for the three months ended June 30,
1999.  The gross  margin for our glove  segment was equal to 23.6% in the second
quarter of 1999, which is considerably lower than the historical  combined gross
margin of our other  businesses.  Our overall gross margin declined from 1998 to
1999  principally  due to the  lower  gross  margins  attributable  to the glove
segment.  Excluding  acquisition-related  inventory adjustments in both periods,
our gross margin declined from 53.2% in 1998 to 46.4% in 1999.

Operating Expenses.  Our operating expenses declined 1.6% from $19.6 million for
the three months ended June 30, 1998 to $19.2 million for the three months ended
June 30, 1999. Excluding a non-recurring charge in 1998 for termination payments
due to a former officer, operating expenses increased 6.1% from $18.1 million in
the 1998 period to $19.2 million in the 1999 period. This increase resulted from
inclusion of operating expenses of the Perfect Fit business in the 1999 period.

Excluding  amortization  expense and the  non-recurring  charge for  termination
payments,  our  operating  expenses were 22.9% of net sales in 1999 and 27.3% of
net sales in 1998. Selling and administrative  costs of our Perfect Fit business
have  historically  been very 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 27.3% in 1998 to
25.8% in 1999.

Operating  Income.  Our operating  income increased 26.5% from $11.5 million for
the three months ended June 30, 1998 to $14.5 million for the three months ended
June 30,  1999.  Excluding  non-recurring  items in both  periods our  operating
income increased 14.2% from $13.2 million in the 1998 period to $15.1 million in
the 1999 period,  however,  our operating  margin declined from 22.4% in 1998 to
20.4% in 1999. The operating  margin for our glove segment was equal to 13.0% in
the second  quarter of 1999,  and  inclusion  of the  operating  results of this
business was the principal cause for the decline in our  consolidated  operating
margin from 1998 to 1999.

Other  Expense.  Other expense  increased  14.5% from $1.9 million for the three
months  ended June 30, 1998 to $2.2  million for the three months ended June 30,
1999. Other expense  consists  principally of net interest expense totaling $1.9
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 to  borrowings  we  made in
connection  with the  acquisition  of  Perfect  Fit,  offset by a  reduction  in
interest expense due to principal repayments from 1998 to 1999.

Income  Taxes.  Our  effective  income tax rate was 36.3% in the 1998 period and
35.9% 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  29.7% from $6.1  million  for the three
months  ended June 30, 1998 to $7.9  million for the three months ended June 30,
1999.  Excluding  non-recurring items in both periods,  our net income increased
14.8% from $7.2 million in the 1998 period to $8.3 million in the 1999 period.


SIX MONTHS ENDED JUNE 30, 1999 COMPARED WITH SIX MONTHS ENDED JUNE 30, 1998

Net Sales.  Our net sales increased 18.5% from $108.4 million for the six months
ended June 30, 1998 to $128.5  million for the six months  ended June 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 three  months in 1999 and  operating  results of our Howard  Leight
business  have been  included  for a full six  months in 1999.  The 1998  period
included  the Howard  Leight  business  for four  months and did not include the
Perfect Fit business.

Net sales for our safety  segment  increased  7.1% from $91.9 million in 1998 to
$98.5 million in 1999,  while net sales for our optical  frames and  instruments
segment  increased  4.6% from $16.5 million in 1998 to $17.2 million in 1999. As
discussed above,  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.

Cost of Sales.  Our cost of sales increased 29.1% from $52.5 million for the six
months  ended June 30, 1998 to $67.9  million for the six months  ended June 30,
1999, primarily due to inclusion of operating results of acquired businesses.

Gross  Profit.  Our gross profit  increased  8.6% from $55.8 million for the six
months  ended June 30, 1998 to $60.6  million for the six months  ended June 30,
1999. Excluding  acquisition-related  inventory adjustments in both periods, our
gross  margin  declined  from 52.6% in 1998 to 47.6% in 1999.  Again,  our gross
margin  declined  from  1998 to 1999  principally  due to  lower  gross  margins
attributable to our newly acquired glove segment.

Operating Expenses.  Our operating expenses declined 8.6% from $39.4 million for
the six months  ended June 30, 1998 to $36.0  million  for the six months  ended
June  30,  1999.  Excluding  non-recurring  items in  1998,  operating  expenses
increased  10.1% from $32.7  million in the 1998 period to $36.0  million in the
1999 period.  This increase  resulted  principally  from  inclusion of operating
expenses of acquired businesses.

Excluding  amortization  expense  and the  non-recurring  items,  our  operating
expenses  were  24.6% of net sales in 1999 and  27.0% 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 $24.6 million for the six months ended June 30,
1999,  was 49.9% higher than our  operating  income of $16.4 million for the six
months ended June 30, 1998.  Excluding  non-recurring  items in both periods our
operating  income  increased 4.4% from $24.1 million in the 1998 period to $25.2
million in the 1999 period, however, our operating margin declined from 22.2% in
1998 to 19.6% 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  38.2% from $2.7  million for the six
months  ended June 30, 1998 to $3.7  million  for the six months  ended June 30,
1999. Other expense  consists  principally of net interest expense totaling $2.7
million in the 1998 period and $3.9 million in the 1999 period.  The increase in
net  interest  expense  from  1998  to  1999  is due to  borrowings  we  made in
connection with the acquisition of Perfect Fit.

Income  Taxes.  Our  effective  income tax rate was 35.6% in the 1998 period and
35.9% 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.  Principally as a result of non-recurring  items in the 1998 period,
our net income of $13.4  million  for the six months  ended June 30,  1999,  was
51.5%  higher than our net income of $8.8  million for the six months ended June
30, 1998.


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  10.0% from $30.8  million in the 1998 period to $33.9  million in the
1999 period. 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.

We used cash equal to $10.9 million for working capital  purposes during the six
months ended June 30, 1999, principally due to increases in accounts receivable.
Excluding  the effect of our  acquisition  of Perfect  Fit,  our trade  accounts
receivable  increased by $9.3  million from  December 31, 1998 to June 30, 1999.
This increase is principally due to higher levels of sales in the second quarter
compared with the fourth  quarter.  We expect that our working  capital uses for
the full year in 1999 will not be significant.

Cash used in  investing  activities  totaled  $44.2  million in the 1999  period
compared with $126.5 million in the 1998 period.  The 1999 period included $37.8
million expended for the acquisition of Perfect Fit and the 1998 period included
$120.0  million   expended  for  the  acquisition  of  Howard  Leight.   Capital
expenditures  totaled  $6.0  million in the 1999 period and $5.4  million in the
1998 period.  In July of 1999 we 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, which will
be incurred primarily in 1999.

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.  The put  options  may be
exercised  at  any  time  through  September  30,  1999,  at a  price  equal  to
approximately  $16.38 per share.  If the put options  were  exercised in full we
would be required to make cash payments totaling  approximately  $9.5 million to
repurchase these shares, and we expect that such payment would be funded by bank
borrowings.

In February  1998 we entered  into an  agreement  with BNP pursuant to which the
bank made a term loan (the "First BNP Loan") in the  principal  amount of $110.0
million, in connection with the acquisition of Howard Leight. The First BNP Loan
requires  quarterly  interest  payments at an annual  rate equal to  three-month
LIBOR  plus  0.5%  and  requires   principal   repayments  in  equal   quarterly
installments  over seven years.  In March 1999 we entered into an agreement with
BNP  pursuant to which the bank made a term loan (the  "Second BNP Loan") in the
principal amount of $50.0 million, in connection with the acquisition of Perfect
Fit. The Second BNP Loan requires  quarterly interest payments at an annual rate
equal to three-month LIBOR plus 0.6% and requires principal  repayments in equal
quarterly installments over seven years.


We are currently negotiating and expect that during the third quarter of 1999 we
will  enter  into a credit  agreement  with  BankBoston,  N.A.  as agent for all
participating banks  ("BankBoston").  We expect that under this credit agreement
BankBoston  will  establish a revolving  line of credit  facility with a maximum
principal limit of $36.0 million (the "BankBoston  Revolving Facility") and that
principal outstanding under the BankBoston Revolving Facility will bear interest
at our option at either a) a fixed rate equal to LIBOR  (either  one month,  two
month, three month, six month or twelve month -- at our option) plus 0.7%, or b)
a floating rate equal to BankBoston's  base rate as announced by BankBoston from
time to time,  and will be due in full two years  after  origination.  We expect
that the BankBoston  Revolving  Facility will be available to fund  acquisitions
and for other general corporate purposes,  and will be used to repay all amounts
then  outstanding  under a revolving credit facility with Citizens Bank of Rhode
Island, replacing that credit facility.

We also expect  that  BankBoston  will agree to purchase up to $30.0  million of
economic development revenue bonds issued by Rhode Island Industrial  Facilities
Corporation  (the  "Revenue  Bonds") and that  principal  outstanding  under the
Revenue Bonds will bear interest at a fixed rate ranging from 0.7% to 0.9% above
LIBOR.  We intend to use proceeds from the Revenue Bonds 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 for a three-year period.


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


SEASONALITY

Our  business  has been  subject to slight  seasonal  variations,  which we have
attributed to fluctuations in industrial  activity and annual weather  patterns.
Historically,  our sales from October through  December 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.


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 at 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
     these 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  substantially  completed the  assessment,  planning and  implementation
phases of this project.  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 $3.4 million through June 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  at  those  business  units.  Except  for the  cost of  training,
implementation  costs have been  capitalized  and will be  depreciated  over the
estimated  useful life of the  software.  The cost of training is  substantially
complete and was expensed as incurred.

We have  completed  the  assessment  and  planning  phases at Perfect  Fit.  Our
assessment  has not  revealed  any  areas  of  non-compliance  that  we  believe
represent a material risk to our business.

We have substantially  completed the implementation phase for other applications
with  embedded  software  and do not  believe  we have  any  remaining  areas of
non-compliance  that  represent  a material  risk to our  business.  The cost of
modifying or correcting deficiencies in these applications was not material.

Our  business  is also  dependent  upon the systems of third  parties.  With the
exception of a few significant  vendors,  we believe that year 2000 deficiencies
in these systems  would not  represent a material  financial or business risk to
us. With regard to these few vendors, we are assessing their year 2000 readiness
based upon direct communication with each such vendor.

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  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 have an
adverse effect on our business,  we believe the effect of such failure would not
be  material to our  business.  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 market risk exposure is the risk of adverse  fluctuations in
interest  rates.  At June 30,  1999,  we had debt  outstanding  totaling  $153.6
million.  Interest rates on principally all of this debt are variable based upon
three-month LIBOR. Three-month LIBOR approximated 5.0% at June 30, 1999. We have
prepared  sensitivity  analyses of our interest rate exposure for 1999 to assess
the impact of hypothetical  changes in interest rates. Based upon the results of
these  analyses,  a 10%  adverse  change in  interest  rates  would  result in a
reduction of our 1999 after-tax earnings of approximately  $500,000 or $0.03 per
share.



PART II. OTHER INFORMATION
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the Annual  Meeting of  Stockholders  held on May 13, 1999, the following
actions were taken:

1.   Election of Philippe  Bacou,  Walter Stepan,  Christophe  Bacou,  Philip B.
     Barr, Karl F. Ericson,  Howard S. Leight,  Gilbert Vandeputte and Alfred J.
     Verrecchia  as  directors.  The result of the vote for each  nominee was as
     follows:

                                                        (Authority
                                                         Withheld)
                                           For           Against

Philippe Bacou                         17,468,080         2,050
Walter Stepan                          17,467,995         2,135
Christophe Bacou                       17,464,480         5,650
Philip B. Barr                         17,468,135         1,995
Karl F. Ericson                        17,468,080         2,050
Howard S. Leight                       17,467,780         2,350
Gilbert Vandeputte                     17,467,320         2,810
Alfred J. Verrecchia                   17,467,580         2,550


2.  Amendment  of  Article  Four  of  the  Corporation's  Amended  and  Restated
Certificate  of  Incorporation  to increase the number of  authorized  shares of
capital  stock from  30,000,000  to  55,000,000  including an increase in common
stock from 25,000,000 to 50,000,000.  The result of the vote of Stockholders was
as follows:
                                            For         Against      Abstain

                                       17,312,165       155,785       2,180

3.   To ratify the  selection of KPMG LLP as  independent  auditors to audit the
     Corporation's  books and accounts  for the fiscal year ending  December 31,
     1999. The result of the vote of Stockholders was as follows:

                                            For         Against      Abstain

                                       17,467,385           470       2,275


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibit Index


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

Exhibit 11              Statement Re: Computation of Per Share Earnings
Exhibit 27               Financial Data Schedule

(b) The Company  filed  three  reports on Form 8-K during the  quarterly  period
ended June 30, 1999.

The first report,  filed April 8, 1999,  reported the Company's  appointment  of
Thomas Goeltz as President of Titmus Optical, Inc.

The second report, filed April 15, 1999, reported the acquisition by the Company
of Perfect Fit Glove Co., Inc. and affiliated companies.

The third report,  filed April 23, 1999,  reported the financial  results of the
Company for the  quarter  ended March 31,  1999,  and  provided an update on the
acquisition of Perfect Fit Glove Co., Inc.

<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: August 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