

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



         Date of Report (Date of earliest event reported) April 14, 1997


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


                                    DELAWARE
                 (State or other jurisdiction of incorporation)


               0-28040                                05-0470688
       (Commission File Number)               (IRS Employer Identification No.)


                   10 Thurber Boulevard, Smithfield, RI 02917
               (Address of principal executive offices) (Zip Code)


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






<PAGE>




Item 2.  Other Events.

     On April 14, 1997, Bacou S.A. ("Bacou S.A."),  the majority  shareholder of
Bacou USA, Inc.  ("Bacou  USA"),  entered into a stock  purchase  agreement (the
"Stock Purchase Agreement"), with the shareholders of Comasec International S.A.
("Comasec"). Simultaneously, Bacou S.A. and Bacou USA entered into an Assignment
Agreement (the "Assignment").

     The Stock  Purchase  Agreement  provides for the  acquisition of all of the
capital stock of Comasec by Bacou S.A.,  including a French  operating  company,
Fenzy S.A., a United States operating  company,  Survivair,  Inc., a Connecticut
corporation  ("Survivair"),  as well as two  United  States  holding  companies,
Comasec Holdings,  Inc. ("Comasec Holdings") and Interspiro  Holdings,  Inc. The
Assignment  provides for the  acquisition of the United States entities by Bacou
USA through the  redemption of the interest of Comasec in Comasec  Holdings (the
"Acquisition"). The total acquisition price will be approximately $27,400,000 in
cash, subject to certain closing adjustments (the "Purchase Price").

     Consummation of the Acquisition is subject to certain conditions  including
(i) approval of the Department of Justice and Federal Trade Commission, (ii) the
divestiture by Comasec of certain operating  companies and (iii) approval by the
Oversight Committee of the Board of Directors of Bacou USA.

     During March 1997 in anticipation of the  Acquisition,  Bacou USA,  through
its wholly-owned  subsidiary Uvex Safety,  Inc.,  borrowed  $8,000,000 under its
existing term facility (the "Existing Facility"). The proceeds from the Existing
Facility,   together  with  cash  reserves,   were  utilized  to  fund  Pro-Tech
Respirators,  Inc., a  wholly-owned  subsidiary of Bacou USA  ("Pro-Tech")  with
$28,000,000,  which in turn  advanced  $28,000,000  to Bacou S.A. for its use in
closing  the  transaction  with the  shareholders  of  Comasec.  The  advance is
evidenced by a promissory  note which bears  interest at the  overnight  deposit
rate available at the Paris branch of Banque Nationale de Paris (the "Promissory
Note"). The Purchase Price for the Acquisition will be paid by the assignment of
the Promissory Note to Comasec, then a wholly-owned subsidiary of Bacou S.A.

     Attached to this Form 8-K are unaudited  financial  statements of Survivair
for the years ended  December  31,  1996 and 1995.  These  financial  statements
present  the  financial  position  and  operating  results  of  Survivair  on  a
historical basis and do not give effect to the Acquisition as discussed above.

Item 7. Financial Statements and Other Exhibits.

    (a) Financial Statements of Businesses Acquired

        Not Applicable

    (b) Pro Forma Financial Information

        Not Applicable

    (c) Exhibits

        See exhibit index annexed hereto

        Item 601
        Exhibit Table Reference    Exhibit Title                           Page

        Exhibit 2(a)              Stock Purchase Agreement dated
                                  as of April 14, 1997 among
                                  Bacou S.A. and Francis Berend,
                                  Pierre Alain Berend, Philippe
                                  Berend, Pascal Berend and the
                                  other Sellers parties thereto

        Exhibit 2(b)              Agreement dated as of April 14,
                                  1997 between Bacou S.A. and
                                  Bacou USA, Inc.

        Exhibit 99(a)             Unauditied Financial Statements
                                  of Survivair, Inc. for 1996
                                  and 1995


<PAGE>

                                   SIGNATURES

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


                                       BACOU USA, INC.
                                       Registrant


                                       By /s/Philip B. Barr
                                          --------------------------
                                             Philip B. Barr
                                             Executive Vice President and
                                             Chief Financial Officer



Dated:  May 12, 1997
