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, 2000

                                       OR

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

For the transition period from ________________ to __________________

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

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

                     DELAWARE                              05-0470688
                     --------                              ----------

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

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

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

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

The number of shares  outstanding of the issuer's Common Stock, $.001 par value,
as of August 4, 2000 was 17,658,765.


<PAGE>


                                 BACOU USA, INC.

                                      INDEX


PART I.  FINANCIAL INFORMATION                                          PAGE NO.

Item 1.   Financial Statements

         Consolidated Condensed Balance Sheets,
         December 31, 1999 and June 30, 2000                                3

         Consolidated Condensed Statements of Income, Three and
         Six Months Ended June 30, 1999 and 2000                            4

         Consolidated Condensed Statements of Cash Flows,
         Six Months Ended June 30, 1999 and 2000                            5

         Notes to Consolidated Condensed Financial Statements             6 -  8

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                              9 - 14

Item 3.  Quantitative and Qualitative Disclosures About Market Risk        14

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                 15

Item 4.  Submission of Matters to a Vote of Security Holders               15

Item 6.  Exhibits and Reports on Form 8-K                                  15

         Signatures                                                        16


<PAGE>


PART I. Financial Information
ITEM I. Financial Statements


<TABLE>
<CAPTION>
                        BACOU USA, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                        (in thousands, except share data)
                                                                               (unaudited)
                                                            December 31,          June 30,
                                                               1999                2000
                                                           ------------         ---------
                 ASSETS
Current assets:
<S>                                                        <C>                  <C>
  Cash and cash equivalents..........................      $     10,272         $   5,411
  Trade accounts receivable, net.....................            41,653            48,726
  Inventories........................................            42,433            42,783
  Other current assets...............................             1,634             2,651
  Deferred income taxes..............................             3,733             3,200
                                                           ------------         ---------
    Total current assets.............................            99,725           102,771
Property and equipment, net..........................            74,410            78,012
Intangible assets, net...............................           194,258           189,639
Other assets.........................................             3,032             2,802
                                                           ------------         ---------
    Total assets.....................................      $    371,425         $ 373,224
                                                           ============         =========

                 LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current installments of long-term debt.............      $     23,637         $  22,857
  Accounts payable...................................            10,559            14,182
  Accrued expenses...................................            20,492             9,717
  Income taxes payable...............................             1,027             3,203
                                                           ------------         ---------
    Total current liabilities........................            55,715            49,959
Long-term debt.......................................           120,256           109,607
Deferred income taxes................................            11,550            13,009
Other liabilities....................................             2,449             2,282
                                                           ------------         ---------
    Total liabilities................................           189,970           174,857
                                                           ------------         ---------

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, 17,658,165 shares in 2000 and
  17,629,865 shares in 1999 issued and outstanding...                18                18
Additional paid-in capital...........................            73,060            73,535
Retained earnings....................................           108,377           124,814
                                                           ------------         ---------
    Total stockholders' equity.......................           181,455           198,367
                                                           ------------         ---------
    Total liabilities and stockholders' equity.......      $    371,425         $ 373,224
                                                           ============         =========


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

<PAGE>

<TABLE>
<CAPTION>


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

                                                           Three Months Ended      Six Months Ended
                                                               June 30,              June 30,
                                                           --------------------   ------------------
                                                               1999         2000      1999      2000
                                                           --------------------   ------------------

<S>                                                        <C>         <C>        <C>       <C>
Net sales............................................      $ 73,907    $  81,523  $128,482  $155,743
Cost of sales........................................        40,171       42,481    67,859    82,743
                                                           --------    ---------  --------  --------
Gross profit.........................................        33,736       39,042    60,623    73,000

Operating expenses:
  Selling............................................         9,989       12,245    18,682    23,015
  General and administrative.........................         5,679        5,490    10,463    11,416
  Research and development...........................         1,263        1,423     2,472     2,862
  Amortization of intangible assets..................         2,308        2,427     4,423     4,832
                                                           --------    ---------  --------   -------
Total operating expenses.............................        19,239       21,585    36,040    42,125
                                                           --------    ---------  --------   -------

Operating income.....................................        14,497       17,457    24,583    30,875

Other expense (income):
  Interest expense...................................         2,451        2,436     3,908     4,748
  Interest income....................................          (13)         (82)      (25)     (181)
  Other..............................................         (276)          340     (171)       474
                                                           --------    ---------  --------   -------
Total other expense..................................         2,162        2,694     3,712     5,041
                                                           --------    ---------  --------   -------

Income before income taxes...........................        12,335       14,763    20,871    25,834
Income taxes.........................................         4,427        5,391     7,489     9,397
                                                           --------    ---------  --------   -------

Net income...........................................      $  7,908    $   9,372  $ 13,382  $ 16,437
                                                           ========    =========  ========   =======

Earnings per share:
  Basic..............................................      $   0.45    $    0.53  $   0.76  $   0.93
                                                           ========    =========  ========  ========
  Diluted............................................      $   0.45    $    0.53  $   0.76  $   0.93
                                                           ========    =========  ========  ========

Weighted average shares outstanding:
  Basic..............................................        17,619       17,648    17,618    17,639
                                                           ========    =========  ========  ========
  Diluted............................................        17,646       17,799    17,716    17,724
                                                           ========    =========  ========  ========


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


<PAGE>

<TABLE>
<CAPTION>

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

                                                                       Six Months Ended
                                                                           June 30,
                                                                       -----------------
                                                                        1999        2000
                                                                       -------  --------
Cash flows from operating activities:
<S>                                                                   <C>       <C>
  Net income....................................................      $ 13,382  $ 16,437
  Adjustments to reconcile net income to net cash provided
    by operating activities:
  Depreciation and amortization.................................         8,747     9,804
  Deferred income taxes.........................................         1,176     1,992
  Change in assets and liabilities, net of effects of acquired
    companies:
    Trade accounts receivable...................................       (9,270)   (7,073)
    Inventories.................................................         4,138     (350)
    Prepaid expenses and other assets...........................           104     (787)
    Accounts payable............................................       (4,082)     3,623
    Accrued expenses............................................       (2,725)   (5,842)
    Income taxes................................................           929     2,176
                                                                      --------  --------
    Net cash provided by operating activities...................        12,399    19,980
                                                                      --------  --------

Cash flows from investing activities:
  Capital expenditures..........................................       (5,991)   (8,574)
  Acquisition of businesses, including direct costs of
    acquisition, net of cash acquired...........................      (38,221)   (5,313)
                                                                      --------  --------
    Net cash used in investing activities.......................      (44,212)  (13,887)
                                                                      --------  --------

Cash flows from financing activities:
  Proceeds from long-term debt..................................        50,000       ---
  Repayment of long-term debt...................................      (10,378)  (11,429)
  Repayments under note payable, net............................       (6,912)       ---
  Proceeds from exercise of stock options.......................           215       475
                                                                      --------  --------
    Net cash provided by (used in) financing activities.........        32,925  (10,954)
                                                                      --------  --------

Net increase (decrease) in cash and cash equivalents............         1,112   (4,861)
Cash and cash equivalents at beginning of period................         1,090    10,272
                                                                      --------  --------
Cash and cash equivalents at end of period......................      $  2,202  $  5,411
                                                                      ========  ========
Supplemental disclosures of cash flow information:
  Cash paid during the period for interest......................      $  3,944  $  4,986
                                                                      ========  ========
  Cash paid during the period for income taxes..................      $  5,749  $  5,004
                                                                      ========  ========


See accompanying notes to consolidated condensed financial statements.

</TABLE>

<PAGE>



                        BACOU USA, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2000
                                   (unaudited)

1.  BASIS OF PRESENTATION

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

The  financial   statements  have  been  prepared  pursuant  to  the  rules  and
regulations  of the Securities  and Exchange  Commission  for interim  financial
information,  including  the  instructions  to  Form  10-Q  and  Rule  10-01  of
Regulation  S-X.  Accordingly,  certain  information  and  footnote  disclosures
normally required in complete financial  statements  prepared in accordance with
generally accepted accounting  principles have been condensed or omitted. In the
opinion  of  management  these  financial  statements  include  all  adjustments
necessary for a fair  presentation  of the results of operations for the interim
periods  presented.  Results  of  operations  for  interim  periods  may  not be
indicative of results expected for a full year.

2.  TRADE ACCOUNTS RECEIVABLE

An allowance for doubtful accounts is deducted from trade accounts receivable in
the accompanying  financial statements.  The allowance for doubtful accounts was
$1,168,000 at December 31, 1999 and $1,185,000 at June 30, 2000.


3.  INVENTORIES

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

Raw material and supplies................          $16,137             $16,929
Work-in-process..........................            4,629               3,828
Finished goods...........................           21,667              22,026
                                                -------------         ---------
                                                   $42,433             $42,783
                                                =============         =========


4.  PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS

Accumulated  depreciation  and  amortization  on property and equipment  totaled
$25,440,000 at December 31, 1999 and  $30,126,000 at June 30, 2000.  Accumulated
amortization on intangible  assets totaled  $30,004,000 at December 31, 1999 and
$34,867,000 at June 30, 2000.

5.  EARNINGS PER SHARE

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

Dilutive  potential  common shares during all periods  presented were limited to
the  effect of  outstanding  stock  options  determined  by  application  of the
treasury  stock method.  Dilutive stock options  included in the  computation of
diluted earnings per share totaled 27,000 for the three-month  period and 98,000
for the  six-month  period  ended June 30,  1999,  and  totaled  151,000 for the
three-month period and 85,000 for the six-month period ended June 30, 2000.

Based on a purchase  agreement  with the  stockholders  of  Biosystems,  Inc. (a
company  acquired in 1997), if certain earnings targets are met, the Company may
have to issue  common stock to these  former  stockholders.  The Company has not
included any such  contingent  shares in the  computation  of earnings per share
because the  necessary  conditions  for  issuance  of these  shares had not been
satisfied.

6.  SEGMENT DATA

The Company has three reportable segments, which include the safety segment, the
glove segment and the optical frames and instruments segment. The safety segment
consists of businesses that manufacture  consumable products (protective eyewear
and hearing  protection) and technical products  (respirators and gas monitors),
all of which are sold  principally to industrial  and fire safety  distributors.
The Company  began  reporting a glove  segment in  connection  with its April 1,
1999, acquisition of Perfect Fit Glove Co., Inc. and affiliates ("Perfect Fit").
Glove segment products include  protective  gloves and related items,  which are
sold  principally  to industrial  safety  distributors.  The optical  frames and
instruments  segment  includes  eyeglass  frames  and  components,   and  vision
screening equipment. Eyeglass frames and components are principally purchased by
optical laboratory  customers who fit frames with prescription  lenses to create
completed eyewear products.  Information presented below as "all other" includes
all non-operating entities.

The  Company  evaluates  segment  performance  based  upon a  measure  of profit
represented  by  operating  income  prior to  non-recurring  gains  and  losses,
intangible amortization expense,  interest and taxes. Effective January 1, 2000,
the Company  began to allocate to its segments  operating  expenses  relating to
legal,  human  resource  and  information  system  services  it  provided to its
subsidiaries.  Segment  operating results for 1999 have been restated to conform
to the new policy.

Presented  below is a summary of  financial  data for the  Company's  reportable
segments.  Adjustments to reconcile  segment  operating  income to  consolidated
operating  income for the three  months  ended June 30,  1999 and 2000,  include
amortization  expense  totaling  $2,308,000  in 1999  and  $2,427,000  in  2000.
Adjustments to reconcile  segment  operating  income to  consolidated  operating
income for the six months  ended June 30,  1999 and 2000,  include  amortization
expense  totaling  $4,423,000  in  1999  and  $4,832,000  in  2000.  Reconciling
adjustments in both 1999 periods also include  non-recurring charges incurred in
connection  with the Perfect Fit  acquisition  equal to $590,000.  Amounts shown
below for "all other" capital  expenditures  have been reduced by $1,139,000 for
inter-segment  transfers to the safety and glove  segments.  Amounts shown below
for  total  assets  exclude   intercompany   receivables   and   investments  in
wholly-owned subsidiaries.

<PAGE>
<TABLE>
<CAPTION>

                                                      Optical Frames
                              Safety       Glove      and Instruments  All      Reconciling   Consolidated
(in thousands)                Segment      Segment    Segment          Other    Adjustments   Total
                              -------      -------    ---------------  -----    -----------   ------------
Three months ended
June 30, 1999:
<S>                          <C>         <C>         <C>               <C>      <C>           <C>
Net sales..................  $ 52,546    $ 12,788    $ 8,573           $   ---  $      ---    $ 73,907
Operating income (loss)....    16,001       1,838        900           (1,344)     (2,898)      14,497
Depreciation...............     1,663         275        369                 8         ---       2,315
Capital expenditures.......     1,647          56      1,154                23         ---       2,880

Three months ended
June 30, 2000:
Net sales..................  $ 58,052    $ 15,877    $ 7,594           $   ---  $      ---    $ 81,523
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

Six months ended
June 30, 1999:
Net sales..................  $ 98,470    $ 12,788    $17,224           $   ---  $      ---    $128,482
Operating income (loss)....    28,749       1,838      1,743           (2,734)     (5,013)      24,583
Depreciation...............     3,303         275        738                 8         ---       4,324
Capital expenditures.......     3,731          56      2,132                72         ---       5,991
Total assets (December 31).   254,813      62,088     37,552            16,972         ---     371,425

Six months ended
June 30, 2000:
Net sales..................  $107,774    $ 31,698    $16,271           $   ---  $      ---    $155,743
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...............   262,449      66,690     27,963            16,122         ---     373,224

</TABLE>

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

FACTORS THAT MAY AFFECT FUTURE PERFORMANCE

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

o   continued demand for our current product lines;
o   the success of our new product introductions;
o   the success of our acquisition strategy, including our ability to integrate
      new businesses and achieve expected cost savings;
o   continued availability and favorable pricing of raw materials;
o   the effect of any work stoppages;
o   competitive pressures;
o   general economic conditions, including fluctuations in interest rates; and
o     regulatory matters.

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

RECENT DEVELOPMENTS

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

ACQUISITIONS

Effective July 1, 2000, we acquired Whiting + Davis Safety, Inc., a manufacturer
and  distributor  of metal mesh safety  gloves.  Operating  results of Whiting +
Davis will be included in our consolidated results beginning on July 1, 2000.

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


RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>

                                                THREE MONTHS ENDED JUNE 30,                 SIX MONTHS ENDED JUNE 30,
                                         ---------------------------------------    --------------------------------------
(in thousands, except percentages)              1999                   2000                 1999                 2000
                                         ---------------------------------------    --------------------------------------
<S>                                      <C>         <C>      <C>          <C>      <C>         <C>      <C>         <C>
Net sales .............................  $73,907     100.0%   $81,523      100.0%   $128,482    100.0%   $155,743    100.0%
Cost of sales (1) .....................   40,171      54.4     42,481       52.1      67,859     52.8      82,743     53.1
                                         -------     ------   -------      -----      ------    -----    --------    -----
Gross profit ..........................   33,736      45.6     39,042       47.9      60,623     47.2      73,000     46.9

Operating expenses:
  Selling .............................    9,989      13.5     12,245       15.0      18,682     14.6      23,015     14.8
  General and administrative ..........    5,679       7.7      5,490        6.7      10,463      8.1      11,416      7.3
  Research and development ............    1,263       1.7      1,423        1.8       2,472      1.9       2,862      1.9
  Amortization of intangible assets ...    2,308       3.1      2,427        3.0       4,423      3.5       4,832      3.1
                                         -------     ------   -------      -----      ------    -----    --------    -----
Total operating expenses ..............   19,239      26.0     21,585       26.5      36,040     28.1      42,125     27.1
                                         -------     ------   -------      -----      ------    -----    --------    -----

Operating income ......................   14,497      19.6     17,457       21.4      24,583     19.1      30,875     19.8
Other expense .........................    2,162       2.9      2,694        3.3       3,712      2.9       5,041      3.2
                                         -------     ------   -------      -----      ------    -----    --------    -----
Income before income taxes ............   12,335      16.7     14,763       18.1      20,871     16.2      25,834     16.6
Income taxes ..........................    4,427       6.0      5,391        6.6       7,489      5.8       9,397      6.0
                                         -------     -----    -------      -----    --------    -----    --------    -----
Net income ............................  $ 7,908      10.7    $ 9,372       11.5    $ 13,382     10.4    $ 16,437     10.6
                                         =======     =====    =======      =====      ======    =====    ========    =====
</TABLE>


(1) Each of the 1999 periods shown above include  acquisition-related  inventory
adjustments totaling $0.6 million.

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

Net Sales. Our net sales increased 10.3% from $73.9 million for the three months
ended June 30, 1999 to $81.5  million for the three  months ended June 30, 2000.
Net sales for our safety segment  increased  10.5% from $52.5 million in 1999 to
$58.0  million in 2000,  representing  a 7.9%  increase in domestic  sales and a
22.4% increase in foreign sales. Net sales for our glove segment increased 24.2%
from $12.8 million in 1999 to $15.9  million in 2000.  Net sales for our optical
frames  and  instruments  segment  declined  from $8.6  million  in 1999 to $7.6
million in 2000.

Cost of Sales. Our cost of sales increased 5.8% from $40.2 million for the three
months ended June 30, 1999 to $42.5  million for the three months ended June 30,
2000, due to increased sales volume.

Gross Profit.  Our gross profit increased 15.7% from $33.7 million for the three
months ended June 30, 1999 to $39.0  million for the three months ended June 30,
2000.  Excluding  acquisition-related  inventory  adjustments in 1999, our gross
margin  increased from 46.4% in 1999 to 47.9% in 2000. Our gross margin improved
as a result of higher sales volume, product mix, and manufacturing efficiencies.

<PAGE>
Operating  Expenses.  Our operating  expenses increased 12.2% from $19.2 million
for the three months  ended June 30, 1999 to $21.6  million for the three months
ended June 30, 2000,  principally as a result of increased marketing and selling
expenses related to higher sales volume.

Operating  Income.  Primarily due to higher sales volume,  our operating  income
increased  20.4% from $14.5  million for the three months ended June 30, 1999 to
$17.5 million for the three months ended June 30, 2000.

Other  Expense.  Other  expense  consists  principally  of net interest  expense
totaling $2.4 million in both the 1999 and 2000 periods. We had debt outstanding
totaling  $153.6  million at June 30, 1999, and $132.5 million at June 30, 2000,
with interest rates on most of this debt variable based upon three-month  LIBOR.
Average  interest rates were higher during the three months ended June 30, 2000,
than the average  rates  during the three  months  ended June 30, 1999 and, as a
result, our net interest expense did not decline from 1999 to 2000.

Income Taxes. Our effective income tax rate was 35.9% in 1999 and 36.5% in 2000.
The effective rate in both periods was higher than the federal statutory rate of
35.0% due to state and local income taxes.

Net Income.  As a result of the foregoing,  our net income  increased 18.5% from
$7.9  million for the three  months  ended June 30, 1999 to $9.4 million for the
three  months ended June 30, 2000,  and our earnings per share  increased  17.8%
from $0.45 in 1999 to $0.53 in 2000.

SIX MONTHS ENDED JUNE 30, 1999 COMPARED WITH SIX MONTHS ENDED JUNE 30, 2000

Net Sales.  Our net sales increased 21.2% from $128.5 million for the six months
ended June 30, 1999 to $155.7  million for the six months  ended June 30,  2000.
Net sales for our safety  segment  increased  9.4% from $98.5 million in 1999 to
$107.8  million in 2000,  representing  a 6.7% increase in domestic  sales and a
23.8%  increase in foreign sales.  Net sales for our glove segment  increased by
$18.9  million from $12.8  million in 1999 to $31.7  million in 2000.  Operating
results of our Perfect Fit business  have been included for three months in 1999
and for a full six months in 2000.  The $18.9 million  increase in glove segment
sales includes an increase of $15.8 million as a result of including Perfect Fit
operating  results for an  additional  three  months in 2000.  Net sales for our
optical frames and  instruments  segment  declined from $17.2 million in 1999 to
$16.3 million in 2000.

Cost of Sales.  Our cost of sales increased 21.9% from $67.9 million for the six
months  ended June 30, 1999 to $82.7  million for the six months  ended June 30,
2000, due to increased sales volume.

Gross Profit.  Our gross profit  increased  20.4% from $60.6 million for the six
months  ended June 30, 1999 to $73.0  million for the six months  ended June 30,
2000. Excluding  acquisition-related  inventory  adjustments in the 1999 period,
our gross  margin was 47.6% for the six months ended June 30, 1999 and 46.9% for
the six months  ended  June 30,  2000.  The  reduction  in our gross  margin was
primarily  attributable to the inclusion of the lower margin glove segment for a
full six months in 2000 and only three months in 1999.

Operating  Expenses.  Our operating  expenses increased 16.9% from $36.0 million
for the six months ended June 30, 1999 to $42.1 million for the six months ended
June 30, 2000. This increase  resulted  principally  from inclusion of operating
expenses  of the  Perfect  Fit  business  for a longer  period  in 2000 and from
volume-related increases in our selling expenses.

Operating  Income.  Our operating  income increased 25.6% from $24.6 million for
the six months  ended June 30, 1999 to $30.9  million  for the six months  ended
June 30, 2000, primarily due to growth in our sales and, to a lesser extent, due
to the acquisition of Perfect Fit.

Other  Expense.  Other  expense  increased  35.8% from $3.7  million for the six
months  ended June 30, 1999 to $5.0  million  for the six months  ended June 30,
2000. Other expense  consists  principally of net interest expense totaling $3.9
million in 1999 and $4.6 million in 2000.  The increase in net interest  expense
from 1999 to 2000 is due to higher average debt balances outstanding in 2000, as
a result of  borrowings we made in connection  with our  acquisition  of Perfect
Fit, and also due to higher average interest rates in 2000.

Income Taxes. Our effective income tax rate was 35.9% in 1999 and 36.4% in 2000.
The effective rate in both periods was higher than the federal statutory rate of
35.0% due to state and local income taxes.

Net Income.  As a result of the foregoing,  our net income  increased 22.8% from
$13.4  million for the six months  ended June 30, 1999 to $16.4  million for the
six months ended June 30, 2000, and our earnings per share  increased 22.4% from
$0.76 in 1999 to $0.93 in 2000.

LIQUIDITY AND CAPITAL RESOURCES

Our  liquidity  historically  has  been  derived  from  cash  flow  provided  by
operations  and,  periodically,  from bank  borrowings  utilized  to finance the
acquisition of businesses and certain  capital  expenditures.  We utilize EBITDA
(earnings before interest, taxes, depreciation and amortization) as a measure of
cash flow  provided  by our  operations.  EBITDA  should  not be  considered  in
isolation  or as a  substitute  for net  earnings or cash  provided by operating
activities,  each  prepared in accordance  with  generally  accepted  accounting
principles.  EBITDA  as  reported  by us  is  equal  to  operating  income  plus
depreciation  and  amortization,  adjusted (when  applicable) for  non-recurring
items.  Our EBITDA  increased  19.9% from $33.9 million for the six months ended
June 30, 1999 to $40.7 million for the six months ended June 30, 2000.

Our working  capital  increased  $8.8 million from $44.0 million at December 31,
1999,  to  $52.8  million  at June 30,  2000,  primarily  due to a $7.1  million
increase in trade receivables.  Our trade receivables have increased principally
as a result of higher sales volume.

We used cash equal to $13.9  million  during the six months ended June 30, 2000,
and $44.2  million  during the six months  ended June 30,  1999,  for  investing
activities.  Capital  expenditures  totaled $8.6  million  during the six months
ended June 30, 2000, and $6.0 million during the six months ended June 30, 1999.
In connection  with our  acquisition of Perfect Fit, we paid cash  consideration
totaling  $37.8  million  in  April  1999,  and we  paid  additional  contingent
consideration  equal to $5.1  million  (representing  the total  payment due) in
March 2000.

The initial purchase price for our 1997  acquisition of Biosystems,  Inc. may be
increased  if the  operating  results of this  business  during the year  ending
December 31, 2000,  exceed  certain  defined  thresholds  of  profitability.  If
defined  profitability  levels are not  achieved,  no  contingent  payments  are
required. If, however, the operating results of this business meet these defined
profitability  levels then a minimum  contingent  payment  equal to $5.0 million
will be due,  increasing  based upon a sliding scale  thereafter.  The amount of
additional  purchase  price,  if any,  is not  currently  estimable.  Contingent
payments  would be payable in  unregistered  shares of our common stock,  except
that the former  stockholders  of  Biosystems  have the option to receive all or
part of any payment in cash, up to a maximum cash payment of $12.0 million.  Any
additional  cash  payment  would be due in 2001 and would  result in  additional
goodwill. We expect to finance such payment from operations or bank borrowings.

In connection with recent  acquisitions,  we entered into two credit  agreements
with Banque Nationale 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 April  1999).  Both  loans  require
principal  repayments  in equal  quarterly  installments  over  seven  years and
require  quarterly  interest payments at annual rates equal to three-month LIBOR
plus 0.50% and 0.60%, respectively.

We have  entered  into a  credit  agreement  with  Fleet  National  Bank  (f/k/a
BankBoston,  N.A.) as agent for participating banks ("Fleet"). Under this credit
agreement  the bank  established  a  revolving  line of credit  facility  with a
maximum  principal  limit of $36.0  million  (the "Fleet  Revolving  Facility").
Principal  outstanding under the Fleet Revolving  Facility will bear interest at
our option at either a) a fixed rate equal to LIBOR plus 0.70%, or b) a floating
rate equal to Fleet's base rate.  Amounts  outstanding under the Fleet Revolving
Facility  would be scheduled for repayment on August 24, 2001. As of the date of
this filing principal  outstanding on the Fleet Revolving  Facility was equal to
$2.0 million.

Fleet also has agreed to  purchase up to $30.0  million of economic  development
revenue  bonds issued by Rhode Island  Industrial  Facilities  Corporation  (the
"RIIFC  Revenue  Bonds").  At June  30,  2000,  there  was a  principal  balance
outstanding  equal to $11.2  million under the RIIFC  Revenue  Bonds.  Principal
outstanding bears interest at fixed rates ranging from LIBOR plus 0.70% to LIBOR
plus 0.95%.  Proceeds from these revenue bonds were used to fund the acquisition
of  our  Rhode  Island  manufacturing   facility  in  July  1999,  to  fund  the
construction of an addition to such facility (which has recently been completed)
and for the purchase of machinery and equipment over a three-year period for use
at such facility. Repayment of principal under the RIIFC Revenue Bonds is due in
quarterly  installments of $500,000  beginning  February 1, 2002,  increasing to
$1,500,000  beginning  February 1, 2005,  with a final  payment of any remaining
principal due on August 1, 2006.

In  connection  with our  acquisition  of Perfect  Fit we  assumed  indebtedness
outstanding  under Wilkes  County  Industrial  Development  Revenue Bonds in the
principal  amount of $6.3  million.  Principal  outstanding  under these revenue
bonds bears interest at a variable rate, equal to approximately  4.5% during the
quarter ended June 30, 2000. In March 2000, we restructured  the repayment terms
of these bonds such that the remaining  principal balance of $5.6 million is now
due in full on December 31, 2006.

We are pursuing a business  strategy that includes  acquisitions as an important
element. As a result, we may incur additional  indebtedness,  may be required to
negotiate  additional  credit  facilities  or may  issue  additional  common  or
preferred stock in order to fund potential  future  acquisitions.  We believe we
would have  access to  sufficient  capital  to  consummate  future  acquisitions
resulting  from our  strategy.  Except  for  cash  requirements  to fund  future
acquisitions,  we believe that cash flow  provided by our  operating  activities
together  with unused  borrowing  capacity  will be  sufficient  to fund working
capital requirements, debt service requirements and capital expenditures for the
foreseeable future.

SEASONALITY

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

NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial   Accounting   Standards  No.  133,   "Accounting  for  Derivative
Instruments  and Hedging  Activities".  This  statement  requires  companies  to
recognize  derivatives  as either assets or liabilities on the balance sheet and
measure  those  instruments  at fair  value.  We will be  required  to adopt the
provisions  of  this  statement  in  2001.  We do  not  currently  believe  this
pronouncement will have a material impact on our financial  condition or results
of operations.

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

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

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk can result from  fluctuations  in interest rates,  foreign  currency
exchange rates,  commodity prices or other market exposures.  Uncertainties that
are either non-financial or non-quantifiable,  such as political, economic, tax,
other regulatory or credit risks are not included in the following assessment of
our market risks.

We  believe  our only  material  market  risk  exposure  is the risk of  adverse
fluctuations  in  interest  rates.  At June 30,  2000,  we had debt  outstanding
totaling  $132.5  million.  Interest rates on  principally  all of this debt are
variable based upon three-month  LIBOR.  Three-month LIBOR  approximated 6.8% at
June 30, 2000.

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 $551,000, or $0.03 per share.


PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

As reported in our Report on Form 10-K for the year ended  December 31, 1999, we
have instituted a civil action in the Rhode Island  Superior  Court.  There have
been no  material  new  developments  in this  matter  through  the date of this
report.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the Annual  Meeting of  Stockholders  held on May 15, 2000, 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              17,210,983                152,733
Walter Stepan               17,157,038                206,678
Christophe Bacou            17,305,121                 58,595
Philip B. Barr              17,359,266                  4,450
Karl F. Ericson             17,359,066                  4,650
Howard S. Leight            17,359,266                  4,450
Gilbert Vandeputte          17,358,966                  4,750
Alfred J. Verrecchia        17,359,266                  4,450


2.   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,
     2000. The result of the vote of  Stockholders  was as follows:

                            For                       Against            Abstain

                            17,363,256                100                360


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibit Index

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

Exhibit 27              Financial Data Schedule

(b)                     Reports on Form 8-K

The Company filed no reports on Form 8-K during the quarterly  period ended June
30, 2000.


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 9, 2000



BACOU USA, INC.
(Registrant)



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