

                                 EXHIBIT 99(d)

              UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

     On May 30, 1997 Bacou USA, Inc.  ("Bacou USA") completed its acquisition of
Comasec Holdings,  Inc. ("Comasec") and its wholly-owned  subsidiary  Survivair,
Inc.  ("Survivair"),  a manufacturer  of respiratory  protection  products.  The
acquisition was effected through merger and redemption  transactions  which have
been  accounted  for as a purchase  of all of the  outstanding  common  stock of
Comasec for 27.4 million in cash,  subject to certain closing  adjustments.  For
purposes of this filing these  transactions are collectively  referred to as the
"Acquisition"  and amounts paid to effect the Acquisition are referred to as the
"Acquisition Price". The following Unaudited Pro Forma Balance Sheet as of March
31, 1997,  and the Unaudited  Pro Forma  Statements of Income for the year ended
December 31, 1996 and the three months ended March 31, 1997,  give effect to the
Acquisition as if it had occurred on January 1, 1996.

     The unaudited pro forma information is based on the historical consolidated
financial statements of Bacou USA and its consolidated subsidiaries, Comasec and
Survivair under the  assumptions  and adjustments set forth in the  accompanying
Notes to the  Unaudited Pro Forma  Consolidated  Financial  Statements.  The pro
forma financial  statements do not give effect to anticipated  cost savings,  if
any, in connection with the Acquisition.

     The  information  shown  below  should  be read  in  conjunction  with  the
consolidated   historical   financial  statements  of  Bacou  USA,  Comasec  and
Survivair,  including the respective notes thereto. The unaudited pro forma data
is presented for comparative purposes only and is not necessarily  indicative of
the combined financial position or results of operations in the future or of the
combined  financial  position  or results of  operations  which  would have been
realized had the Acquisition  been  consummated  during the periods or as of the
dates for which the unaudited pro forma data is presented.

     The  following  nonrecurring  charges will be included in the  consolidated
statement of income of Bacou USA  during  the three months subsequent to May 30,
1997. These costs were not considered in the accompanying pro forma consolidated
statements  of income  for the  periods  ended  December  31,  1996 or March 31,
1997,(i)  purchased in process  research and  development  costs  totaling  $1.3
million,  and, (ii) charges to cost of sales relating to the step-up of acquired
inventories  to fair value  totaling $1.3 million ($.8 million,  net of tax). No
tax benefit will be recorded in Bacou USA's  consolidated  financial  statements
for the charge  relating to the  purchased in process  research and  development
costs.

<PAGE>

<TABLE>
<CAPTION>
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
Year Ended December 31, 1996
                                                                        Comasec
                                                                     Holdings, Inc.
                                                    Bacou USA        and Subsidiary
                                                   Year Ended          Year Ended          Pro Forma                      Pro Forma
                                                December 31, 1996    December 31, 1996     Adjustments          Ref.    As Adjusted
                                                -----------------    -----------------     -----------          ----    -----------
                                                                     (in thousands, except earnings per share)

<S>                                             <C>                 <C>                   <C>                   <C>      <C>       
Net Sales                                       $ 109,268           $   30,339            $     (131)           1        $  139,476

Cost of Sales                                   $  47,355           $   19,835            $   (1,649)           2,3,4    $   65,541
                                                ---------           ----------            -----------                    ----------
     Gross Profit                               $  61,913           $   10,504            $    1,518                     $   73,935

Operating Expenses:
  Selling                                       $  17,074           $    4,457            $       -                      $   21,531
  General and Administrative                    $   9,176           $    3,119            $     (141)           5,6      $   12,154
  Research and Development                      $      -                    -             $    1,540            7        $    1,540
  Amortization of Intangibles Assets            $   4,039           $       -                    667            8,9      $    4,706
                                                ---------           ----------            -----------                    ----------
     Total Operating Expenses                   $  30,289           $    7,576            $    2,066                     $   39,931
                                                ---------           ----------            -----------                    ----------
     Operating Income                           $  31,624           $    2,928            $     (548)                    $   34,004

Other Expense (Income):
  Interest Expense                              $     896           $       36            $    1,714            10,11    $    2,646
  Interest Income                               $    (522)          $      (77)           $       77            12             (522)
  Other                                         $    (329)          $      314            $      (66)           13,14    $      (81)
                                                ---------           ----------            -----------                    ----------
     Other Expense (Income), Net                $      45           $      273            $    1,725                     $    2,043
                                                ---------           ----------            -----------                    ----------
     Income Before Income Taxes                 $  31,579           $    2,655            $   (2,273)                    $   31,961

Income Taxes                                    $  12,202           $    1,179            $     (797)           15       $   12,584

Net Income                                      $  19,377           $    1,476            $   (1,476)                    $   19,377
                                                =========           ==========            ============                   ==========

Net Income Per Common and Common 
     Equivalent Share                           $    1.18                                                                $     1.18

Weighted Average Common and Common 
     Equivalent Shares                             16,436                                                                    16,436
</TABLE>

See Notes to Unaudited Pro Forma Consolidated Financial Statements
<PAGE>
<TABLE>
<CAPTION>
Notes to Unaudited Pro Forma Consolidated Financial Statements 
                                                                                       Amount
                       Adjustments                                                 (in thousands)
                       -----------                                                 --------------
SALES:
------
<C>                                                                                  <C>      
(1)  To reclassify sales discounts from Net Other Expense to Sales.                  $   (131)
                                                                                     --------

COST OF SALES:
--------------
(2)  To reclassify research and development from Cost of Sales to a separate
      category of Operating Expense.                                                 $ (1,540)
                                                                                     --------

(3) To reverse  historical  depreciation and include revised  depreciation based
upon the expected useful lives and fair value of Property and Equipment acquired
in connection with the Acquisition as follows:

     Remove old depreciation amount                                                  $   (614)
     Add new depreciation amount                 Cost               Useful Lives
                                                 ----               ------------
          Leasehold Improvements                 $  566,175                   11     $     51 
          Machinery and Equipment                $2,569,850                   11     $    234 
          Tooling and Molds                      $1,998,450                    7     $    285 
                                                                                     --------
               Net depreciation adjustment                                           $    (44)
                                                                                     --------

(4)  To reclassify purchase discounts from net other expense to Cost of Sales.       $    (65)
          Decrease in Cost of Sales                                                  --------
                                                                                     $ (1,649)
                                                                                     --------

GENERAL AND ADMINISTRATIVE EXPENSE:
-----------------------------------
(5)  To reclassify amortization expense from General and Administrative Expense
to Amortization of Intangibles.                                                      $    (32)
                                                                                     --------
(6) To reverse  historical  depreciation and include revised  depreciation based
upon the expected useful lives and fair value of property and equipment acquired
in connection with the Acquisition as follows:

     Remove old depreciation amount                                                  $   (209)
     Add new depreciation amount              Cost                  Useful Lives
                                              ----                  ------------
          Leasehold Improvements              $188,725                        11     $     17 
          Furniture and Fixtures              $184,300                         9     $     20 
          Computer Equipment                  $125,000                         2     $     63 
                                                                                     --------
               Net depreciation adjustment                                           $   (109)
                                                                                     --------
          Decrease in General and Administrative Expense                             $   (141)
                                                                                     --------

RESEARCH AND DEVELOPMENT EXPENSE:
---------------------------------
(7)  To reclassify research and development expense from Cost of Sales to
Research and Development Expense.                                                    $  1,540
                                                                                     --------

AMORTIZATION OF INTANGIBLES:
----------------------------
(8)  To  reclassify   amortization  expense  from  General  and Administrative 
to  Amortization of Intangibles.
                                                                                     $     32 
                                                                                     --------
(9) To reverse  historical  amortization and include revised  amortization based
upon the expected  useful lives and fair value of intangible  assets acquired in
connection with the Acquisition as follows:

     Remove old amortization amount                                                  $    (32)
     Add new amortization amount              Cost                 Useful Lives
                                              ----                 ------------
          Goodwill                            $11,700,000                     40     $    287
          Patents                             $ 1,500,000                     15     $    100 
          Acquired Technology                 $ 2,800,000                     10          280 
                                                                                     --------
               Net amortization adjustment                                           $    635
                                                                                     --------
                                                                                     $    
                                                                                     --------
          Increase in Amortization of Intangibles                                    $    667
                                                                                     --------

Notes to Unaudited Pro Forma Consolidated Financial Statements

INTEREST EXPENSE:
-----------------
(10)  To remove interest expense expected to be eliminated as a result of the 
Acquisition.                                                                         $    (36)

(11) To record Interest  Expense on the Acquisition  price of $27,350,000  which
has been  assumed  to have  been  fully  borrowed  in the  Unaudited  Pro  Forma
Consolidated Financial Statements, at a rate equal to the current borrowing rate
of Bacou USA as follows:

                                              Indebtedness         Interest Rate
                                              ------------         -------------
                                              $ 27,350,000                  6.40%    $  1,750
                                                                                     --------
          Increase in Interest Expense                                               $  1,714
                                                                                     --------

INTEREST INCOME:
----------------
(12)  To remove the following items of interest income:
        Remove interest income earned on investments maintained at banks by Comesec 
          Holding, Inc. and subsidiary                                                $    3
        Remove interest income earned on intercompany balances that have been repaid. $   74
                                                                                      ------
                                                                                      $   77
                                                                                      ------

NET OTHER:
----------
(13)  To reclassify purchase discounts from net other expense to Cost of Sales.       $   65 

(14)  To reclassify sales discounts from Net Other Expense to Sales.                  $ (131)
                                                                                      ------ 
                    Decrease in Net Other Expense                                     $  (66)
                                                                                      ------

INCOME TAXES:
------------
(15) To record the income tax effect of pro
forma  adjustments  at a rate of  40.0%.  This  rate  is  based  upon a  Federal
statutory rate equal to 35.0%,  plus the effect of state and local income taxes,
also adjusted to exclude an income tax benefit on amortization of goodwill.           $  797
                                                                                      -------
</TABLE>
