
                                                                       Exhibit D
                                                                       ---------
CONFIDENTIAL

                                                              May 29, 2001



To the Oversight Committee of
     the Board of Directors
Bacou USA, Inc.


Gentlemen:

     Reference is hereby made to the letter  agreement  dated July 13, 2000 (the
"Letter  Agreement") between Bacou USA, Inc. (the "Company") and the undersigned
members of the Bacou Family (the  "Family").  Capitalized  terms used herein and
not defined shall have the meaning given to such terms in the Letter Agreement.

     The Letter Agreement  contemplated a process pursuant to which offers would
be solicited for the  acquisition of BA-FR and the shares of the Company held by
the BA-US Minority  Stockholders.  As you know, over the past ten months through
Deutsche  Bank working  together  with the  management  of the Company,  we have
actively solicited such offers.  This process has now ended without resulting in
any viable transaction. None of the solicited offers were ultimately acceptable.
By executing  this letter,  you and we hereby agree that in light of the failure
of any of the solicited offers resulting in any viable transaction, the terms of
the Letter Agreement are no longer applicable and cease to be in effect.

                              Sincerely,


                              /s/ Philippe Bacou
                              -----------------------------------
                              Philippe Bacou (on behalf of the
                              Bacou Family members)


Accepted and Agreed


BACOU USA, INC.


/s/ Walter Stepan
-----------------------------
Name:
Title:


