








                                  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) September 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



                                      ----



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Item 2.         Acquisition or Disposition of Assets.

     On September 30, 1997,  Bacou USA, Inc.  ("Bacou USA")  acquired all of the
capital stock of Biosystems,  Inc., a Pennsylvania  corporation  ("Biosystems"),
pursuant  to  the  provisions  of an  Agreement  and  Plan  of  Merger  ("Merger
Agreement")  under which a wholly-owned  subsidiary of Bacou USA was merged with
and into  Biosystems,  with Biosystems being the surviving  corporation,  for an
initial purchase price equal to five times Biosystems'  earnings before interest
and taxes (EBIT) for its fiscal year ending  September 30, 1997,  ("1997 EBIT"),
plus a contingent  earnout payment  described  below. At the date of closing the
estimated  1997  EBIT of  Biosystems  was  $2,700,000  which  would  result in a
purchase price of approximately $13,500,000. Both the initial purchase price and
the earnout, if any, are payable in unregistered shares of common stock of Bacou
USA except that the former stockholders of Biosystems have the option to receive
up to  $12,000,000  of any earnout  payment in cash.  At the closing,  Bacou USA
issued  850,000  shares of its  common  stock as the  estimated  payment  of the
initial  purchase price (subject to adjustment  based on the actual 1997 EBIT of
Biosystems).  On or about April 15, 2001, Bacou USA will be obligated to make an
earnout  payment if the EBIT of  Biosystems  for  calendar  year 2000  exceeds a
specified  threshold.  The amount of the earnout payment varies depending on the
amount by which the EBIT of  Biosystems  for  calendar  year  2000  exceeds  the
threshold.

     The former  stockholders  of  Biosystems  received  piggyback  registration
rights and each of the two principal former  stockholders of Biosystems received
a demand registration right with respect to the Bacou common stock issued and to
be issued to them with  respect to the  initial  purchase  price and the earnout
payment. In addition,  at any time during the twenty-four month period following
the closing  date up to 70% of the shares of common stock of Bacou USA issued as
payment of the initial purchase price may be "put" to Bacou USA at the per share
price used to determine  the number of shares of Bacou  common stock  payable as
the initial purchase price.

     The five former  stockholders  of Biosystems,  Inc. are John F. Burt,  Jr.,
Roberta M. Burt, as Trustee, Edward H. Kaplan, Joseph Burt and Keith Wruck.

     Biosystems  operates in one facility,  located in Middletown,  Connecticut,
where  it  produces  gas  monitors  and  equipment  for  testing  self-contained
breathing apparatus.






<PAGE>


     Item 7. Financial Statements and Exhibits.

     (a)     Financial Statements of Businesses Acquired

             Not applicable.

     (b)     Pro Forma Financial Information

             Not applicable.

     (c)     Exhibits


            Item 601
            Exhibit Table Reference            Exhibit Title

            Exhibit 2(a)                       Agreement  and Plan of Merger
                                               dated as of September 30, 1997 by
                                               and among Bacou USA, Inc. ("Bacou
                                               USA"),  ISH  Transaction,   Inc.,
                                               Biosystems,    Inc.    and    the
                                               shareholders of Biosystems, Inc.

            Exhibit 2(b)                       Registration Rights Agreement
                                               dated  September  30, 1997 by and
                                               among  Bacou USA and each  person
                                               identified therein.

            Exhibit 2(c)                       Press  Release dated 
                                               October 1, 1997.



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                                   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:  October 14, 1997


