
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                 SCHEDULE 13D/A
                                (Amendment No. 1)

                    Under the Securities Exchange Act of 1934


                                 Bacou USA, Inc.
                        -------------------------------
                                (Name of Issuer)

                                  Common Stock
                        -------------------------------
                         (Title of Class of Securities)

                                   056439102
                                 (CUSIP Number)



Winfield Major, Esq.                                 with copies to:
Bacou USA, Inc.                                      Timothy B. Goodell, Esq.
10 Thurber Boulevard                                 White & Case LLP
Smithfield, RI 02917                                 1155 Avenue of the Americas
(401) 233-0333                                       New York, New York 10036
                                                     (212) 819-8200

--------------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and
                                 Communications)


                                  May 29, 2001
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b),  for other
parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).



<PAGE>


          This Amendment No. 1 amends and  supplements the Schedule 13D filed on
July 26,  2000  (the  "Statement")  by  Bacou  SA,  a  French  societe  anonyme,
Engineering  Henri Bacou SA, a French  societe  anonyme,  Ms.  Jacqueline  Maggi
Bacou,  Mr. Philippe  Bacou,  Mr.  Christophe  Bacou and Ms.  Veronique  Mirabel
(collectively referred to as the "Reporting Persons"), in relation to the common
stock (the  "Common  Stock") of Bacou USA,  Inc.,  a Delaware  corporation  (the
"Company").  Capitalized  terms used but not  defined  herein  have the  meaning
ascribed to such terms in the Statement.

Item 4.   Purpose of the Transaction

Item 5.   Interest in Securities of the Issuer

Item 6.   Contracts, Arrangements,  Understandings or Relationships with Respect
          to the Securities of the Issuer

          Items 4, 5 and 6 of the Statement are hereby amended and  supplemented
to add the following:

          Merger Agreement
          ----------------

          On May 29,  2001 the Company  entered  into an  Agreement  and Plan of
Merger (the "Merger  Agreement")  among Christian Dalloz  ("Dalloz"),  a societe
anonyme incorporated under the laws of the Republic of France,  Daniel U.S. Sub,
Inc., a Delaware corporation and a wholly owned subsidiary of Dalloz ("Sub") and
the Company.  Pursuant to the Merger Agreement,  on the terms and subject to the
conditions contained in the Merger Agreement,  Sub will be merged (the "Merger")
with and into the Company and the Company will continue as the surviving company
(the  "Surviving  Company")  in the Merger.  By virtue of the  Merger,  (i) each
issued and outstanding  share of capital stock of Sub will be converted into and
become a share of common  stock of the  Surviving  Company,  (ii) each  share of
Common  Stock  owned  by  Bacou  SA will  remain  outstanding  as a share of the
Surviving Company, (iii) each share of Common Stock owned by the Company, Dalloz
or Sub will be  canceled  and cease to exist,  (iv) each  share of Common  Stock
owned  by any  subsidiary  of the  Company  or  Dalloz  (other  than  Sub)  will
automatically be converted into a share of common stock of the Surviving Company
and (v) except for shares held by Bacou SA and  shareholders  of the Company who
properly exercise their statutory  appraisal rights,  each other share of Common
Stock will be converted into the right to receive $28.50 in cash.

          In connection with the Merger Agreement,  on May 29, 2001, pursuant to
a letter agreement (the  "Termination  Letter  Agreement"),  the Company and the
Bacou Family  Members  terminated the agreement by and among the Company and the
Bacou Family  Members,  originally  entered into on July 14, 2000  regarding the
possible sale of Engineering Henri Bacou SA and Bacou SA. The Termination Letter
Agreement is filed as Exhibit D hereto.

          In  connection  with the Merger  Agreement,  Bacou SA  entered  into a
Company  Stockholder  Agreement  with Dalloz on May 29,  2001 (the  "Stockholder
Agreement").  Pursuant to the Stockholder  Agreement,  Bacou SA has agreed that:
(i) at any meeting of the Company's


<PAGE>


stockholders  for the purpose of seeking the adoption of the Merger Agreement by
the Company's  stockholders (the "Company Stockholder Approval") or in any other
circumstances upon which a vote, consent or other approval (including by written
consent)  with  respect  to the  Merger  Agreement,  the  Merger  or  any  other
Transaction (as defined in the Merger  Agreement) is sought,  Bacou SA will vote
or cause to be voted  (including by executing a written  consent) the 12,612,600
shares of Common Stock owned by Bacou SA and all shares of Common Stock acquired
by  Bacou  SA  subsequent  to the date of the  Stockholder  Agreement  ("Subject
Shares") in favor of granting the Company Stockholder Approval;  and (ii) at any
meeting of the Company's  stockholders or in any other  circumstances upon which
Bacou SA's  vote,  consent or other  approval  is sought,  Bacou SA will vote or
cause to be voted the Subject Shares against any alternative or competing merger
agreement or merger,  consolidation,  combination, sale of substantial assets or
similar  transactions  or proposal  therefor and against  certain changes to the
Company's  Certificate of Incorporation or By-laws.  Pursuant to the Stockholder
Agreement,  Bacou SA also  granted to Dalloz an  irrevocable  proxy and power of
attorney to vote the Subject  Shares,  or grant a consent or approval in respect
of the Subject Shares in a manner consistent with the foregoing. The Stockholder
Agreement  contains  certain other  agreements  related to  restrictions  on the
transfer  of  the  Subject   Shares,   solicitation   of  alternative   takeover
transactions or proposals and the taking of actions in furtherance of the Merger
and the Merger Agreement. The Stockholder Agreement terminates and will be of no
further  force and effect on the earlier to occur of (i) the  effective  time of
the Merger,  (ii) the termination of the Merger Agreement in accordance with its
terms and (iii) December 31, 2001.  The foregoing  summary of the material terms
of the Stockholder Agreement is qualified by reference to the complete terms and
conditions of the Stockholder  Agreement, a copy of which is attached as Exhibit
E hereto.

          Share Option Purchase Agreement
          -------------------------------

          Since  the  execution  of the  Share  Option  Purchase  Agreement  the
following events have occurred relating to the Share Option Purchase  Agreement:
(i) on September 1, 2000 the parties  thereto  exercised their options under the
Share Option  Purchase  Agreement and pursuant to such exercise,  subject to the
terms and  conditions  of the Share  Option  Purchase  Agreement,  purchased  an
aggregate of 470,953 shares of Bacou SA (which amount includes the 11,417 shares
referred to below);  (ii) on April 24, 2001 the Share Option Purchase  Agreement
was amended;  (iii) on May 29, 2001,  the Share Option  Purchase  Agreement  was
further  amended;  and (iv) on May 29,  2001,  the "Price of the First  Block of
Shares" (as such term is defined in the Share  Option  Purchase  Agreement)  was
paid. The amendments to the Share Option Purchase Agreement primarily related to
amending certain provisions regarding the timing of and payment for the purchase
of shares under the option.  The foregoing  summary of the material terms of the
amendments is qualified by reference to the complete terms and conditions of the
amendments, copies of which are attached as Exhibits F and G hereto.




                                      -2-

<PAGE>


Item 7.  Material to be filed as Exhibits:

         The Exhibit Index is hereby amended to add the following new exhibits:

         Exhibit D -  Letter  Agreement,  dated May 29, 2001, by and among Bacou
                      USA, Inc. and the Bacou Family Members (Termination Letter
                      Agreement)

         Exhibit E -  Company  Stockholders  Agreement,   dated  May  29,  2001,
                      between   Christian   Dalloz   and   Bacou   SA   (Company
                      Stockholders Agreement)

         Exhibit F -  Amendment No. 1, dated April 24, 2001, to the Share Option
                      Purchase Agreement

         Exhibit G -  Amendment  No. 2, dated May 29, 2001,  to the Share Option
                      Purchase Agreement




                                       -3-


<PAGE>


                                    SIGNATURE

           After reasonable  inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.

Dated:  May 31, 2001                           BACOU SA


                                               By:/s/Philippe Bacou
                                                  -----------------------
                                                  Name:  Philippe Bacou
                                                  Title:  Chairman of the Board




                                      -4-


<PAGE>


                                    SIGNATURE

           After reasonable  inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.

Dated:  May 31, 2001                               ENGINEERING HENRI BACOU SA


                                                   By:/s/Philippe Bacou
                                                      ---------------------
                                                   Name:  Philippe Bacou
                                                   Title:  Chairman of the Board




                                      -5-


<PAGE>



                                    SIGNATURE

           After reasonable  inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.

Dated:  May 31, 2001



JACQUELINE MAGGI BACOU                          VERONIQUE MIRABEL


/s/Jacqueline Maggi Bacou                        /s/Veronique Mirabel
--------------------------------                --------------------------------



PHILIPPE BACOU


/s/Philippe Bacou
--------------------------------



CHRISTOPHE BACOU


/s/Christophe Bacou
--------------------------------




                                      -6-
