
                                  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) FEBRUARY 27, 1998


                                 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  February  27,  1998,  Bacou  USA  Safety,  Inc.  ("Bacou  Safety"),   a
wholly-owned subsidiary of Bacou USA, Inc. ("Bacou"),  consummated the following
transactions (collectively, the "Transactions"):  (i) acquired substantially all
of the assets and  assumed  substantially  all of the  liabilities  of Howard S.
Leight & Associates (d/b/a Howard Leight Industries,  Inc.) ("Leight")  pursuant
to an Asset  Purchase  Agreement with Leight dated as of December 31, 1997 and a
First Amendment to Asset Purchase  Agreement dated as of February 27, 1998, (ii)
acquired  all of the  capital  stock of Howard  Leight de  Mexico  S.A.  de C.V.
("Leight  Mexico") (except for one share of capital stock which was purchased by
Bacou in order to satisfy a statutory  requirement  that Leight  Mexico have two
stockholders)  from Leight and Howard S. Leight  ("H.  Leight")  pursuant to the
terms of a Stock Purchase  Agreement  dated February 27, 1998 by and among Bacou
Safety,  Leight and H. Leight and (iii)  acquired  all of the  capital  stock of
Howard Leight (Europe)  Limited  ("Leight  Europe") from H. Leight and John Dean
pursuant to a Stock Purchase Agreement dated as of February 27, 1998 among Bacou
Safety, Leight, H. Leight and John Dean.

     Leight,  together with Leight Mexico and Leight Europe design,  manufacture
and sell a complete line of hearing protection  products,  including  disposable
ear  plugs,  reusable  ear  plugs and ear  muffs.  Leight's  principal  business
location is in San Diego, California. Assets acquired include physical property,
intellectual  property  and working  capital.  Bacou  intends to continue to use
acquired physical property for the manufacture of hearing protection products.

     In February  1998,  the Company  entered into a Credit Line  Agreement (the
"BNP Credit Line") with Banque  Nationale de Paris ("BNP").  The BNP Credit Line
provides  for  borrowings  in the amount of $110.0  million  for the  purpose of
financing the  acquisition of Leight,  bears interest at an annual rate equal to
three month LIBOR plus 0.3%,  requires  principal  repayments in equal quarterly
installments  over seven years, and requires  interest  payments  quarterly.  In
addition,  the Company is required to pay  quarterly a  commitment  fee equal to
0.2% per annum on the  outstanding  balance.  As a one-time  financing  fee, the
Company paid BNP 0.08% or $88,000 plus documentary costs.

     The Company paid cash  consideration  of $125.9 million in connection  with
the  closing  of  the  Transactions,  $5.9  million  of  which  represented  the
refinancing  of  Leight  indebtedness.  Funding  of the cash  consideration  was
provided by the  following:  (i) an advance of $110 million under the BNP Credit
Line;  (ii) an advance of $14.3  million  under  Bacou's  revolving  credit line
facility with Citizens Bank of Rhode Island;  and (iii) the balance from Bacou's
cash balances.

     Upon consummation of the Transactions,  H. Leight entered into a consulting
agreement  with Bacou and joined the Boards of Directors of Bacou and Bacou S.A.
H. Leight was the founder and sole stockholder of Leight. Bacou S.A. is a French
Societe  Anonyme  based in Valence,  France and is the majority  shareholder  of
Bacou,   currently  holding   approximately  71.7  percent  of  the  issued  and
outstanding  shares of Bacou.  Since  1993,  Bacou S.A.  has been the  exclusive
distributor of Leight products in France. Total sales by Leight to Bacou S.A. in
1997 were less than two percent of the total sales of Leight in 1997.




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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)                       Asset Purchase Agreement dated
                                             as of  December  31,  1997  between
                                             Bacou  USA  Safety,   Inc.  ("Bacou
                                             Safety")  and  Howard  S.  Leight &
                                             Associates,   Inc.   (d/b/a  Howard
                                             Leight Industries, Inc.) ("Leight")

          Exhibit 2(b)                       Letter Agreement by and between 
                                             Howard S. Leight ("H.  Leight") and
                                             Bacou USA, Inc. ("Bacou")

          Exhibit 2(c)                       Letter Agreement by and among H. 
                                             Leight, Bacou, S.A. and Engineering
                                             Bacou S.A.

          Exhibit 2(d)                       First Amendment to Asset Purchase 
                                             Agreement  dated as of February 27,
                                             1998

          Exhibit 2(e)                       Stock Purchase Agreement dated as
                                             of  February  27,  1998 among Bacou
                                             Safety,  Leight, H. Leight and John
                                             Dean  pertaining to the acquisition
                                             of  the  stock  of  Howard   Leight
                                             (Europe) Limited

          Exhibit 2(f)                       Stock Purchase Agreement dated as
                                             of  February  27,  1998 among Bacou
                                             Safety,   Leight   and  H.   Leight
                                             pertaining  to the  acquisition  of
                                             the  stock  of  Howard   Leight  de
                                             Mexico S.A. de C.V.

          Exhibit 10(a)                      Credit Line from Banque Nationale 
                                             de Paris  dated  February  19, 1998
                                             ("Credit Line")

          Exhibit 10(b)                      Appendix 3 to Credit Line

          Exhibit 99(a)                      Employment Agreement dated as of 
                                             February 27, 1998 between John Dean
                                             and Bacou USA Safety, Inc.

          Exhibit 99(b)                      Employment Agreement dated as of 
                                             February  27, 1998  between  Robert
                                             Hanover and Bacou USA Safety, Inc.

          Exhibit 99(c)                      Employment Agreement dated as of 
                                             February 27, 1998 between Ken David
                                             Meyers and Bacou USA Safety, Inc.

          Exhibit 99(d)                      Employment Agreement dated as of 
                                             February 27, 1998 between Thomas A.
                                             Wagner and Bacou USA Safety, Inc.

          Exhibit 99(e)                      Consultant Agreement dated as of 
                                             February 27, 1998 between Howard S.
                                             Leight and Bacou USA Safety, Inc.



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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:  March 13, 1998

