UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

 (Mark One)
[X]     QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE  SECURITIES
        EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 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 [ ]

As of May 12, 1999 there were 17,621,465 shares of Common Stock outstanding.


<PAGE>


                                                  BACOU USA, INC.

                                                       INDEX




PART I.  FINANCIAL INFORMATION                                        PAGE NO.

Item 1.  Financial Statements

         Consolidated Condensed Balance Sheets,
         December 31, 1998 and March 31, 1999                                  3

         Consolidated Condensed Statements of Income,
         Three Months Ended March 31, 1998 and 1999                            4

         Consolidated Condensed Statements of Cash Flows,
         Three Months Ended March 31, 1998 and 1999                            5

         Notes to Consolidated Condensed Financial Statements                6-7

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                8-14

Item 3.  Quantitative and Qualitative Disclosures About Market Risk           14

PART II. OTHER INFORMATION

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

         Signatures                                                           16



<PAGE>

<TABLE>
<CAPTION>

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

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

                                                                                  (unaudited)
                                                                    December 31,    March 31,
                                                                       1998           1999
                                                                    ------------  -----------
                            ASSETS
Current assets:
<S>                                                                <C>            <C>        
  Cash and cash equivalents................................        $   1,090      $    34,208
  Trade accounts receivable, net...........................           27,110           32,647
  Inventories..............................................           38,246           37,823
  Other current assets.....................................            1,251            2,680
  Deferred income taxes....................................            2,138            1,905
                                                                    ------------  -----------
    Total current assets...................................           69,835          109,263
  Property and equipment, net..............................           53,998           55,084
  Intangible assets, net...................................          169,937          167,829
                                                                    ------------  -----------
    Total assets...........................................        $ 293,770      $   332,176
                                                                    ============  ===========

   LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current installments of long-term debt...................        $  15,714      $    22,857
  Accounts payable.........................................            8,959            6,452
  Accrued expenses.........................................           12,242            8,215
  Income taxes payable.....................................            1,828            4,227
                                                                    ------------  -----------
    Total current liabilities..............................           38,743           41,751
Long-term debt.............................................           92,050          121,428
Deferred income taxes......................................            6,311            6,755
Other liabilities..........................................            2,754            2,691
                                                                    ------------  -----------
    Total liabilities......................................          139,858          172,625
                                                                    ------------  -----------
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, 25,000,000 shares
  authorized, 17,610,465 shares in 1998 and 17,621,465
  shares in 1999 issued and outstanding....................               17               17
Additional paid-in capital.................................           63,258           63,423
Retained earnings..........................................           81,187           86,661
                                                                    ------------   ----------
    Total stockholders' equity.............................          144,462          150,101
                                                                    ------------  -----------
    Total liabilities and stockholders' equity.............        $ 293,770      $   332,176
                                                                    ============   ==========

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
                                                                       March 31,
                                                               ------------------------------
                                                                      1998            1999
                                                                   -------------  -----------

<S>                                                                <C>            <C>        
Net sales..........................................                $  49,515      $    54,575
Cost of sales......................................                   24,699           27,688
                                                                   -------------  -----------
Gross profit.......................................                   24,816           26,887

Operating expenses:
  Selling..........................................                    7,948            8,693
  General and administrative.......................                    4,966            4,784
  Research and development.........................                      804            1,209
  Purchased in-process research and development....                    4,680              ---
  Amortization of intangible assets................                    1,484            2,115
                                                                   -------------  -----------
Total operating expenses...........................                   19,882           16,801
                                                                   -------------  -----------

Operating income...................................                    4,934           10,086

Other expense (income):
  Interest expense.................................                      884            1,457
  Interest income..................................                      (40)            (12)
  Other............................................                      (48)             105
                                                                   -------------  -----------
Total other expense................................                      796            1,550
                                                                   -------------  -----------

Income before income taxes.........................                    4,138            8,536
Income taxes.......................................                    1,402            3,062
                                                                   -------------  -----------

Net income.........................................                $   2,736      $     5,474
                                                                   =============  ===========

Earnings per share:
  Basic............................................                $    0.15      $      0.31
                                                                   =============  ===========
  Diluted..........................................                $    0.15      $      0.31
                                                                   =============  ===========

Weighted average shares outstanding:
  Basic............................................                   17,594           17,616
                                                                   =============  ===========
  Diluted..........................................                   17,654           17,786
                                                                   =============  ===========

</TABLE>


See accompanying notes to consolidated condensed financial statements.
<PAGE>

<TABLE>
<CAPTION>

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

                                                                               Three Months Ended
                                                                                    March 31,
                                                                         --------------------------------
                                                                            1998              1999
                                                                         ---------       ----------
Cash flows from operating activities:
<S>                                                                      <C>             <C>       
  Net income............................................................ $   2,736       $    5,474
  Adjustments to reconcile net income to net cash provided
    by (used in) operating activities:
  Depreciation and amortization.........................................     3,011            4,133
  Purchased in-process research and development.........................     4,680              ---
  Deferred income taxes.................................................    (1,427)             677
  Change in assets and liabilities, net of effects of acquired companies:
    Trade accounts receivable...........................................    (6,346)          (5,537)
    Inventories.........................................................       274              423
    Prepaid expenses and other current assets...........................    (2,929)          (1,429)
    Accounts payable....................................................       416           (2,507)
    Accrued expenses....................................................     1,374           (4,090)
    Income taxes........................................................     2,635            2,399
                                                                          --------       ----------
    Net cash provided by (used in) operating activities.................     4,424             (457)
                                                                          --------       ----------

Cash flows from investing activities:
  Capital expenditures..................................................    (2,525)          (3,111)
  Acquisition of businesses, including direct costs of
    acquisition, net of cash acquired...................................  (119,334)             ---
                                                                          --------       ----------
    Net cash used in investing activities...............................  (121,859)          (3,111)
                                                                          --------       ----------

Cash flows from financing activities:
  Proceeds from long-term debt..........................................   124,300           50,000
  Repayment of long-term debt...........................................    (5,900)          (3,929)
  Repayments under note payable, net....................................    (1,539)          (9,550)
  Proceeds from exercise of stock options...............................       ---              165
                                                                          --------       ----------
    Net cash provided by financing activities...........................   116,861           36,686
                                                                          --------       ----------

Net increase (decrease) in cash and cash equivalents....................      (574)          33,118
Cash and cash equivalents at beginning of period........................     1,277            1,090
                                                                          ========       ==========
Cash and cash equivalents at end of period.............................. $     703       $   34,208
                                                                          ========       ==========
Supplemental disclosures of cash flow information:
  Cash paid during the period for interest.............................. $     246       $    1,472
                                                                          ========       ==========
  Cash paid during the period for income taxes.......................... $     488       $    1,027
                                                                          ========       ==========
  Fair value of stock options issued pursuant to a consulting
    agreement........................................................... $     387       $      ---
                                                                          ========       ==========

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

<PAGE>

                        BACOU USA, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 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"),  manufacturers  and
distributors  of protective  gloves and other related  products  worldwide  with
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 $16.0 million.  The Company has agreed to pay
an additional  earnout 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  will be accounted for under the purchase  method of accounting
and,  therefore,  operating  results  of  Perfect  Fit will be  included  in the
consolidated results of the Company beginning on April 1, 1999. An allocation of
the purchase price for Perfect Fit and proforma  operating  information  will be
disclosed in the Company's  quarterly  report on Form 10-Q for the period ending
June 30, 1999.

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 $1,136,000 at March 31, 1999.


4.   INVENTORIES

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

Raw material and supplies...................      $16,407            $18,114
Work-in-process.............................        5,165              6,584
Finished goods..............................       16,674             13,125
                                             ==================     ============
                                                  $38,246            $37,823
                                             ==================     ============

5.   PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS

Accumulated  depreciation  and  amortization  on property and equipment  totaled
$17,954,000 at December 31, 1998 and $19,972,000 at March 31, 1999.  Accumulated
amortization on intangible  assets totaled  $20,501,000 at December 31, 1998 and
$22,616,000 at March 31, 1999.

6.       SEGMENT DATA

The Company has two  reportable  segments -- the safety  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  optical  frames  and  instruments  segment  includes
eyeglass  frames  and  components,   which  are  sold   principally  to  optical
laboratories, and vision screening equipment. Eyeglass frames and components are
purchased  by  optical  laboratory   customers  who  fit  complete  frames  with
prescription lenses.

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 include
amortization  expense  totaling  $1,484,000  and $2,115,000 for the three months
ended  March 31, 1998 and 1999,  respectively,  and also  include  non-recurring
charges totaling $5,964,000 in 1998.
<TABLE>
<CAPTION>

                                          Optical Frames
                                Safety   and Instruments                   Reconciling  Consolidated
(in thousands)                  Segment      Segment        All Other      Adjustments      Total
                              --------- -----------------   ----------     ---------------------------
1998
<S>                          <C>            <C>              <C>            <C>         <C>      
Net sales..................  $  41,072      $ 8,443          $   ---        $  ---      $  49,515
Operating income (loss)....     12,920          695            (1,233)      (7,448)         4,934
Depreciation...............      1,215          303                 9          ---          1,527
Total assets (December 31).    250,172       41,938             1,660          ---        293,770
Capital expenditures.......      1,761          409               355          ---          2,525

1999
Net sales..................  $  45,924      $ 8,651          $   ---        $  ---      $  54,575
Operating income (loss)....     12,847          862            (1,508)      (2,115)        10,086
Depreciation...............      1,641          369                 8          ---          2,018
Total assets...............    254,066       42,312            35,798          ---        332,176
Capital expenditures.......      2,084          978                49          ---          3,111

</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;
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, manufacturers and distributors
of protective gloves and other related products  worldwide with 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  $16.0 million.  The  acquisition  will be accounted for under the
purchase method of accounting and,  therefore,  operating results of Perfect Fit
will be included in our consolidated results beginning on April 1, 1999.

For the year  ended  December  31,  1998,  our  gross  margin  was 52.3% and our
operating margin was 21.2% (excluding non-recurring  acquisition-related items).
Although we expect our gross,  operating  and net profit to increase as a result
of our  acquisition  of Perfect Fit, we expect the  acquisition of this business
will dilute our 1999 margins from  percentages  reported in 1998.  We expect the
operating  margin  of  Perfect  Fit  will be in a range  of 10 - 12%,  prior  to
amortization  of intangible  assets,  which we expect to be  approximately  $1.1
million annually for 30 years. We have also incurred additional  indebtedness in
connection  with our  acquisition  of Perfect  Fit (see  "Liquidity  and Capital
Resources")  and we expect  to incur  approximately  $2.3  million  of  interest
expense in 1999 (based on current interest rate  projections) in connection with
these borrowings.

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 (the "Leight Acquisition").

In connection with the 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  immediately  to operating  expenses.  A
portion  of the  acquisition  price  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  quarter of 1998 by $0.7  million.
Finally,  cash bonuses in the amount of $0.6 million were paid to certain senior
executives of Howard Leight in connection  with the Leight  Acquisition and have
been  included  with general and  administrative  expenses for the quarter ended
March  31,  1998.  Collectively  these  items  are  referred  to  as  the  "1998
Acquisition-Related Adjustments" and totaled $6.0 million, or $3.7 million on an
after-tax basis, for the quarter ended March 31, 1998. The following  discussion
provides an analysis of our actual  operating  results,  and also  analyzes  our
operating results excluding the effect of these acquisition-related items.

RESULTS OF OPERATIONS

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

                                                        THREE MONTHS ENDED MARCH 31,
                                                     ---------------------------------
(in thousands, except percentages)                         1998             1999
                                                     ---------------------------------

<S>                                                  <C>      <C>      <C>       <C>   
Net sales ........................................   $49,515  100.0%   $54,575   100.0%
Cost of sales (1) ................................    24,699   49.9     27,688    50.7
                                                     -------  -----    -------  ------
Gross profit .....................................    24,816   50.1     26,887    49.3

Operating expenses:
  Selling ........................................     7,948   16.1      8,693    15.9
  General and administrative (2) .................     4,966   10.0      4,784     8.8
  Research and development .......................       804    1.6      1,209     2.2
  Purchased in-process research and development(3)     4,680    9.5         --     0.0
  Amortization of intangible assets ..............     1,484    3.0      2,115     3.9
                                                     -------  -----    -------  ------
Total operating expenses .........................    19,882   40.2     16,801    30.8
                                                     -------  -----    -------  ------

Operating income .................................     4,934    9.9     10,086    18.5
Other expense ....................................       796    1.6      1,550     2.9
                                                     -------  -----    -------  ------
Income before income taxes .......................     4,138    8.3      8,536    15.6
Income taxes .....................................     1,402    2.8      3,062     5.6
                                                     -------  -----    -------  ------
Net income (4) ...................................   $ 2,736    5.5    $ 5,474    10.0
                                                     =======  =====    =======  ======
</TABLE>



(1)  1998  includes  acquisition-related   inventory  adjustment  totaling  $0.7
     million.

(2)  1998 includes acquisition-related bonuses totaling $0.6 million.

(3)  1998  includes   acquisition-related  charge  for  purchased  research  and
     development  totaling  $4.7  million.

(4)  On  an  after-tax  basis, 1998 acquisition-related adjustments totaled $3.7
     million.

Net Sales. Our net sales increased 10.2% from $49.5 million for the three months
ended March 31, 1998 to $54.6 million for the three months ended March 31, 1999.
Net sales in our safety  segment  increased  11.8% from $41.1 million in 1998 to
$45.9  million in 1999,  while net sales in our optical  frames and  instruments
segment increased 2.5% from $8.4 million in 1998 to $8.7 million in 1999. Export
sales  represented  13.6% of net sales in the 1998 period and 13.7% of net sales
in the 1999 period.

Sales for the 1999  quarter  included  sales by our Howard  Leight  business for
three full  months,  whereas the 1998 period only  included  sales for one month
from this acquired business.  Assuming the Howard Leight business were owned for
the entire period in 1998,  sales declined 4.0% from $56.9 million for the three
months  ended March 31, 1998 to $54.6  million for the three  months ended March
31, 1999. We believe that the decline in sales resulted from softened  demand in
January and February of 1999,  as well as changes to our  promotional  programs.
The 1998 quarter  included a promotion that featured our uvex astrospec  3000(R)
safety  eyewear,  however in 1999,  the promotion for this product line has been
scheduled for the second quarter  rather than the first quarter.  As a result of
changes in the timing of this promotional  program we experienced lower sales of
uvex  astrospec  3000(R)  eyewear  from the first  quarter  of 1998 to the first
quarter of 1999.

Cost of Sales.  Our cost of sales  increased  12.1% from $24.7  million  for the
three  months  ended March 31, 1998 to $27.7  million for the three months ended
March 31, 1999,  primarily  due to inclusion of operating  results of our Howard
Leight business for three full months in the 1999 quarter compared with only one
month in the 1998 quarter.

Gross Profit.  Our gross profit  increased 8.3% from $24.8 million for the three
months  ended March 31, 1998 to $26.9  million for the three  months ended March
31,  1999.  Excluding  acquisition-related  inventory  adjustments  in the  1998
period, our gross margin declined from 51.5% in 1998 to 49.3% in 1999. Our gross
margin declined from 1998 to 1999 primarily as a result of lower sales volume in
the astrospec  3000(R)  product line.  The astrospec  3000(R) is one of our more
profitable product lines and, therefore,  lower sales of this product during the
1999 quarter resulted in a reduction of our gross margin.

Operating Expenses. Our operating expenses declined 15.5% from $19.9 million for
the three  months  ended  March 31, 1998 to $16.8  million for the three  months
ended  March 31,  1999.  Excluding  acquisition-related  charges  for  purchased
research  and  development  and  excluding   acquisition-related  bonuses,  both
associated with the Leight Acquisition,  operating expenses increased 15.1% from
$14.6 million for the three months ended March 31, 1998 to $16.8 million for the
three months ended March 31,  1999.  This  increase  resulted  principally  from
inclusion  of  operating  results of the Howard  Leight  business for three full
months in the 1999 period,  including  amortization expense associated with this
acquisition.

Excluding  amortization  expense and non-recurring items, our operating expenses
were 26.9% of sales in 1999 and 26.7% of sales in 1998. Intangible  amortization
expense  increased from $1.5 million (or 3.0% of sales) in the 1998 quarter,  to
$2.1  million  (or 3.9% of sales) in the 1999  quarter.  Increased  amortization
expense is a result of only including one-month of amortization expense relating
to the Leight Acquisition in the first quarter of 1998, and including three full
months of amortization in the first quarter of 1999.

Operating  Income.  Principally  as a  result  of the  1998  Acquisition-Related
Adjustments,  our  operating  income of $10.1 million for the three months ended
March 31, 1999,  was 104.4%  higher than the reported $4.9 million for the three
months ended March 31, 1998. Excluding the 1998 Acquisition-Related Adjustments,
operating  income  declined  7.5% from $10.9 million in the 1998 period to $10.1
million in the 1999 period, and our operating margin declined from 22.0% in 1998
to 18.5% in 1999. Our lower operating  margin resulted from a lower gross margin
and higher amortization expense.

Other Expense.  Other expense increased 94.7% from $796,000 for the three months
ended March 31, 1998 to $1.6  million for the three months ended March 31, 1999.
Other expense consists  principally of net interest expense totaling $844,000 in
the 1998  period  and $1.4  million  in the 1999  period.  The  increase  in net
interest  expense from 1998 to 1999 is due  principally  to  borrowings  made in
connection with the Leight Acquisition which were outstanding for only one month
in 1998 and three months in 1999.

Income  Taxes.  Our  effective  income tax rate was 33.9% in the 1998 period and
35.9% in the 1999 period.  Excluding the 1998  Acquisition-Related  Adjustments,
our effective  income tax rate was 36.4% in the 1998 period  compared with 35.9%
in the 1999 period.  The adjusted 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 the 1998 Acquisition-Related Adjustments,
our net income of $5.5 million for the three  months  ended March 31, 1999,  was
100.0%  higher than the  reported  $2.7 million for the three months ended March
31, 1998.  Excluding the 1998  Acquisition-Related  Adjustments,  our net income
declined by 14.8% from $6.4  million in the 1998  period to $5.5  million in the
1999 period.

LIQUIDITY AND CAPITAL RESOURCES

Our  liquidity  historically  has  been  derived  from  cash  flow  provided  by
operations  and,   periodically,   from  bank  borrowings  utilized  to  finance
acquisitions 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  2.2% from $13.9  million in the 1998  period to $14.2  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 $10.7  million for  working  capital  purposes  during the
three  months  ended March 31,  1999,  principally  due to increases in accounts
receivable,  and payments of accounts  payable and accrued  expenses.  Our trade
accounts  receivable  increased from $27.1 million at December 31, 1998 to $32.6
million at March 31, 1999,  primarily  due to  significant  sales volume  during
March 1999.

Cash used in  investing  activities  totaled  $3.1  million  in the 1999  period
compared with $121.9 million in the 1998 period. The 1998 period included $120.0
million  expended  for the  Leight  Acquisition.  Because  the  closing  for the
acquisition  of Perfect Fit did not occur until April 1, 1999,  the use of these
proceeds  will not be  reported  until  the  second  quarter  of  1999.  Capital
expenditures  totaled  $3.1  million in the 1999 period and $2.5  million in the
1998 period.

In connection with our acquisition of Biosystems we provided former shareholders
of Biosystems put options covering 578,560 shares 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 Banque  Nationale de Paris
("BNP")  pursuant  to which the bank made a term loan (the  "First BNP Loan") in
the principal  amount of $110.0 million.  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,  for the purpose of funding 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 also maintain a $31.0 million  revolving line
of credit  facility  (the  "Revolving  Facility")  with  Citizens  Bank of Rhode
Island.  The Revolving  Facility is available to fund acquisitions and for other
general  corporate  purposes,  bears  interest  at a rate  per  annum  equal  to
three-month LIBOR plus 0.7% and is due in full on May 31, 2000.

During  the first  quarter  of 1998 we  borrowed  a total of $124.3  million  in
connection with the Leight  Acquisition,  including  $110.0 million on the First
BNP Loan and $14.3  million  on the  Revolving  Facility.  We  repaid  principal
totaling  $13.5 million and $7.4 million during the three months ended March 31,
1999 and 1998, respectively.

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.

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,  except  any that may exist at Perfect  Fit (see  discussion
below).

We have incurred costs  totaling  approximately  $3.0 million  through March 31,
1999 for  implementation  of the  software  at our  Survivair  and  Uvex  Safety
business  units,  and we estimate the remaining costs necessary to complete full
implementation  to be approximately  $400,000.  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  substantially  completed the assessment and planning  phases at Perfect
Fit and expect to be fully  complete  with such  phases by the end of the second
quarter of 1999. Our assessment through May 12, 1999, has not revealed any areas
of non-compliance that we believe represent a material risk to our business.

The  implementation  phase for other  applications  with  embedded  software  is
ongoing and expected to be  completed by the end of the second  quarter of 1999.
The cost of  modifying  or  correcting  deficiencies  in these  applications  is
immaterial.

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 nonfinancial or nonquantifiable,  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 April 30, 1999,  we had debt  outstanding  totaling  $162.0
million.  Interest rates on principally all of this debt are variable based upon
three-month  LIBOR.  Three-month  LIBOR  approximated 5.0% at April 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 from the April
30, 1999 rate would  result in a  reduction  of our 1999  after-tax  earnings of
approximately $347,000 or $0.02 per share.

<PAGE>


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

(a)  Exhibit Index


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

Exhibit 10.1            Amended and Restated Employment Agreement dated April 1,
                         1999 between Thomas J. Goeltz and Titmus Optical, Inc.
Exhibit 11              Statement Re: Computation of Per Share Earnings
Exhibit 27              Financial Data Schedule

(b) The Company filed six reports on Form 8-K during the quarterly  period ended
March 31, 1999, all for the purpose of disclosing the contents of Press Releases
issued by the Company.

The first report, filed January 19, 1999, reported the Company's  appointment of
Alan H. Bennett as President of the Uvex Safety Division.

The second report, filed January 20, 1999, reported the sales of the Company for
the fourth quarter and full year of 1998.

The third report,  filed February 9, 1999, reported the financial results of the
Company for the fourth quarter and full year 1998.

The fourth  report,  filed  March 1, 1999,  reported  the  election of Alfred J.
Verrecchia as a member of the Board of Directors of the Company.

The  fifth  report,   filed  March  1,  1999,  reported  the  Company's  planned
acquisition of Perfect Fit Glove Co., Inc.

The sixth report,  filed March 16, 1999, reported  cautionary  statements of the
Company regarding financial results for the first quarter of 1999.

SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


Dated: May 12, 1999




BACOU USA, INC.
(Registrant)


/s/ Philip B. Barr                                   /s/Jeffrey T. Brown
-------------------------------                      ---------------------------
    Philip B. Barr,                                     Jeffrey T. Brown
    Executive Vice President and                        Chief Accounting Officer
      Chief Financial Officer