




                                  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) May 30, 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.  Acquisition or Disposition of Assets.

     On May 30, 1997,  Bacou S.A.  ("Bacou S.A."),  the majority  shareholder of
Bacou USA, Inc. ("Bacou USA"), consummated the acquisition of all of the capital
stock of Comasec International S.A. ("Comasec"), a French holding company, which
was the  owner  of a French  operating  company,  Fenzy  S.A.,  a United  States
operating company, Survivair, Inc., a Connecticut corporation ("Survivair"),  as
well as the United States holding  company,  Comasec  Holdings,  Inc.  ("Comasec
Holdings").  Survivair  manufactures  and sells a complete  line of  respiratory
protection products for firefighters and industrial workers.

     Simultaneously,  Bacou  S.A.  and Bacou USA  consummated  the  transactions
contemplated  by that  certain  Assignment  Agreement  (the  "Assignment").  The
Assignment  provides for the  acquisition of the United States entities by Bacou
USA through the merger of one of its subsidiaries  into Comasec Holdings and the
redemption of the interest of Comasec in Comasec  Holdings  (the  "Redemption").
The Redemption was completed in accordance  with the terms of that certain Stock
Redemption   Agreement   dated  May  30,  1997  between   Comasec  and  Pro-Tech
Respirators,  Inc., a Connecticut  corporation,  formerly Comasec Holdings.  The
total redemption price paid was  approximately  $27,350,000,  subject to certain
post-closing adjustments (the "Redemption Price").

     During March 1997,  Bacou USA,  through its  wholly-owned  subsidiary  Uvex
Safety,  Inc.,  borrowed  $8,000,000  under its then existing term facility from
Citizens Bank of Rhode Island (the "Existing  Facility").  The proceeds from the
Existing Facility,  together with cash reserves,  were utilized to fund Pro-Tech
Respirators,  Inc., a Rhode Island  corporation,  a  wholly-owned  subsidiary of
Bacou USA 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  promissory  notes of Bacou USA  which  bear  interest  at the
overnight  deposit rate  available  at the Paris  branch of Banque  Nationale de
Paris  (collectively,  the "Promissory Notes"). The Redemption Price was paid by
the  assignment  of  the  Promissory  Notes  to  Comasec,  then  a  wholly-owned
subsidiary of Bacou S.A.,  then by the issuance of an Adjustment  Note dated May
30, 1997 by Pro-Tech to Comasec.


Item 7.Financial Statements and  Exhibits.


     (a)  Financial Statements of Businesses Acquired


          To be filed by amendment  within 60 days of the filing hereof pursuant
          to Item 7 of Form 8-K


     (b)  Pro Forma Financial Information

          To be filed by amendment  within 60 days of the filing hereof pursuant
          to Item 7 of Form 8-K

     (c)  Exhibits

          See exhibit index annexed hereto

         Item 601
         Exhibit Table Reference          Exhibit Title

         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
                                   (incorporated by reference to Exhibit 2(a) of
                                   the  Company's  Form 8-K filed  May 12,  1997
                                   (the "Form 8-K"))

         Exhibit 2(b)              Agreement  dated as of April 14, 1997 between
                                   Bacou S.A. and Bacou USA, Inc.  (incorporated
                                   by reference to Exhibit 2(b) of the 8-K)


         Exhibit 2(c)              First  Amendment to Stock Purchase  Agreement
                                   dated May 30, 1997

         Exhibit 2(d)              Stock Redemption Agreement dated May 30, 1997
                                   between  Comasec   International,   S.A.  and
                                   Pro-Tech Respirators, Inc.

         Exhibit 10(a)             Promissory  Note in the  principal  amount of
                                   $10,000,000   dated  as  of  March  26,  1997
                                   between Bacou S.A. and Pro-Tech  Respirators,
                                   Inc.    (incorporated   by   reference   from
                                   Company's  quarterly  report on Form 10-Q for
                                   the quarter end March 31, 1997)

         Exhibit 10(b)             Promissory  Note in the  principal  amount of
                                   $18,000,000   dated  as  of  March  27,  1997
                                   between Bacou S.A. and Pro-Tech  Respirators,
                                   Inc.  (incorporated  by  reference  from  the
                                   Company's  quarterly  report on Form 10-Q for
                                   the quarter end March 31, 1997)

          Exhibit 10(c)            Adjustment Promissory Note dated May 30, 1997
                                   between   Pro-Tech   Respirators,   Inc.  and
                                   Comasec International, S.A.

         Exhibit 99(a)             Unaudited Financial  Statements of Survivair,
                                   Inc.  for  1996  and  1995  (incorporated  by
                                   reference to Exhibit 99(a) of the Form 8-K)


<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:  June 16, 1997



<PAGE>


  Item 601
  Exhibit Table Reference               Exhibit Title

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
                                   (incorporated by reference to Exhibit 2(a) of
                                   the  Company's  Form 8-K filed  May 12,  1997
                                   (the "Form 8-K"))

Exhibit 2(b)                       Agreement  dated as of April 14, 1997 between
                                   Bacou S.A. and Bacou USA, Inc.  (incorporated
                                   by reference to Exhibit 2(b) of the 8-K)


Exhibit 2(c)                       First  Amendment to Stock Purchase  Agreement
                                   dated May 30, 1997

Exhibit 2(d)                       Stock Redemption Agreement dated May 30, 1997
                                   between  Comasec   International,   S.A.  and
                                   Pro-Tech Respirators, Inc.

Exhibit 10(a)                      Promissory  Note in the  principal  amount of
                                   $10,000,000   dated  as  of  March  26,  1997
                                   between Bacou S.A. and Pro-Tech  Respirators,
                                   Inc.    (incorporated   by   reference   from
                                   Company's  quarterly  report on Form 10-Q for
                                   the quarter end March 31, 1997)

Exhibit 10(b)                      Promissory  Note in the  principal  amount of
                                   $18,000,000   dated  as  of  March  27,  1997
                                   between Bacou S.A. and Pro-Tech  Respirators,
                                   Inc.  (incorporated  by  reference  from  the
                                   Company's  quarterly  report on Form 10-Q for
                                   the quarter end March 31, 1997)

Exhibit 10(c)                      Adjustment Promissory Note dated May 30, 1997
                                   between   Pro-Tech   Respirators,   Inc.  and
                                   Comasec International, S.A.


Exhibit 99(a)                      Unaudited Financial  Statements of Survivair,
                                   Inc.  for  1996  and  1995  (incorporated  by
                                   reference to Exhibit 99(a) of the Form 8-K)
