FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 Bacou USA, Inc.
             (Exact name of registrant as specified in its charter)

                       Delaware                            05-0470688
           (State or other jurisdiction of              I.R.S. Employer
           incorporation or organization)               Identification No.

           10 Thurber Boulevard, Smithfield, RI         02917
           (Address of Principal Executive Offices)     (Zip Code)


                                 Bacou USA, Inc.
                            1996 Stock Incentive Plan
                                       and
                        Bacou USA, Inc. 1996 Non-Employee
                           Director Stock Option Plan
                            (Full title of the plan)


                              Philip B. Barr, Esq.
           Vice President - Chief Financial Officer & General Counsel
                                 Bacou USA, Inc.
                              10 Thurber Boulevard
                              Smithfield, RI 02917
                     (Name and address of agent for service)

                                 (401) 233-0333
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                   Christine M. Marx, Esq., Edwards & Angell,
                     Three Gateway Center, Newark, NJ 07102

                         CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
                                    Proposed      Proposed
Title of                            maximum       maximum
securities                          offering      aggregate       Amount of
to be              Amount to be     price per     offering        registration
registered         registered       share(1)      price(1)            fee

- --------------------------------------------------------------------------------
Common Stock,      1,000,000        $16.63        $16,630,000     $5,734.50
$.001 par value     shares

- --------------------------------------------------------------------------------


(1)   Computed  pursuant  to  Rule  457  of the  rules  and  regulations  of the
      Securities  and Exchange  Commission  under the Securities Act of 1933, as
      amended, based on a price of $16.63 per share (the average of the high and
      low prices per shares on NASDAQ on July 23, 1996).

<PAGE>

                                        PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents filed with the Securities and Exchange  Commission
(the  "Commission")  by  the  Company  are  incorporated  in  this  Registration
Statement by reference:

     1.  The  Company's  Prospectus  dated  March  27,  1996 as  filed  with the
     Commission pursuant to Rule 424(b);

     2. The Company's Form 10-Q for the quarter ended March 31, 1996.

     Such  incorporation  by  reference  shall  not be  deemed  to  specifically
incorporate  by  reference  the  information  referred to in Item  402(a)(8)  of
Regulation S-K.

     All documents filed with the Commission by the Company pursuant to Sections
13,  14 or  15(d)  of the  Securities  Exchange  Act of  1934  ("Exchange  Act")
subsequent  to  the  date  of  this  Registration  Statement  and  prior  to the
termination of this offering of the Common Stock offered hereby are incorporated
herein by reference and such documents  shall be deemed to be a part hereof from
the  date  of  filing  of  such  documents.  Any  statement  contained  in  this
Registration Statement or in a document incorporated or deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law, as amended,
provides in regard to indemnification of directors and officers as follows:

     "145.  INDEMNIFICATION  OF  OFFICERS,  DIRECTORS,   EMPLOYEES  AND  AGENTS;
INSURANCE. - (a) A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     (b) A  corporation  may  indemnify  any  person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnify for such expense which the Court of Chancery or such other court shall
deem proper.

     (c)  To the  extent  that a  director,  officer,  employee  or  agent  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
section,  or in  defense  of any  claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

     (d) Any  indemnification  under  subsections  (a)  and (b) of this  section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that  indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable  standard  of conduct  set forth in  subsections  (a) and (b) of this
section.  Such  determination  shall  be  made  (1) by a  majority  vote  of the
directors who are not parties to such action,  suit or  proceeding,  even though
less than a quorum, or (2) if there are no such directors,  or if such directors
so direct,  by  independent  legal counsel in a written  opinion,  or (3) by the
stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal,  administrate or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action,  suit or proceeding  upon receipt of an undertaking by or on behalf
of such  director  or  officer to repay such  amount if it shall  ultimately  be
determined  that he is not  entitled to be  indemnified  by the  corporation  as
authorized in this section.  Such expenses (including  attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions,  if
any, as the board of directors deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking  indemnification  or  advancement  of
expenses may be entitled under any bylaw,  agreement,  vote of  stockholders  or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

     (g) A  corporation  shall have power to purchase and maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under this section.

     (h) For purposes of this  section,  references to "the  corporation"  shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under  this  section  with  respect  to  the  resulting  or  surviving
corporation as he would have had with respect to such constituent corporation if
its separate existence had continued.

     (i) For purposes of this section,  references to "other  enterprises" shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes  assessed on a person  with  respect to any  employee  benefit  plan;  and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director, officer, employee, or
agent  with  respect  to  an  employee   benefit  plan,  its   participants   or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed  to the  best  interests  of the  corporation"  as  referred  to in this
section.

     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall,  unless  otherwise  provided when authorized or
ratified,  continue  as to as person who has ceased to be a  director,  officer,
employee  or agent and shall inure to the  benefit of the heirs,  executors  and
administrators of such a person.

     (k) The Court of Chancery is hereby vested with exclusive  jurisdiction  to
hear and determine all actions for  advancement  of expenses or  indemnification
brought under this section or under any bylaw,  agreement,  vote of stockholders
or disinterested  directors,  or otherwise.  The Court of Chancery may summarily
determine a corporation's  obligation to advance expenses (including  attorneys'
fees)."

     The  Company's  bylaws  provide that  officers and directors of the Company
shall be indemnified to the full extent permitted under  subsections (a) through
(e) of Section 145 of Title 8 of the Delaware General Corporation Law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

EXHIBIT NUMBER      DESCRIPTION OF EXHIBIT

5                   Opinion of Edwards & Angell re: legality

23(a)               Consent of KPMG Peat Marwick LLP

23(b)               Consent of Edwards & Angell (included in Exhibit 5)

24                  Power  of  Attorney  (included  on  signature  pages to this
                    Registration Statement)

ITEM 9.  UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  change to such  information in the
Registration Statement;

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The undersigned  Registrant hereby further undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the Registrant's bylaws, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                               SIGNATURES AND AMENDMENTS

     Each person whose signature  appears below hereby  constitutes and appoints
the  President  and Chief  Executive  Officer and the Vice  President  and Chief
Financial  Officer of the Registrant,  or any one of them,  acting alone, as his
true and lawful  attorney-in-fact,  with full power and  authority to execute in
the name,  place and stead of each such person in any and all  capacities and to
file, an amendment or amendments to the Registration Statement (and all exhibits
thereto) and any documents  relating  thereto,  which  amendments  may make such
changes in the  Registration  Statement  as said  officer or  officers so acting
deem(s) advisable.

                                      SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Smithfield, State of Rhode Island, on July 30, 1996

                                   BACOU USA, INC.

                                   By:/s/Philip B. Barr
                                      ________________________________________
                                      Philip B. Barr
                                      Vice President and Chief Financial Officer


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on July 30, 1996.


      Signatures                                  Title


/s/Walter Stepan 
___________________________
   Walter Stepan                              President, Chief
                                              Executive Officer, Director


/s/Philip B. Barr
___________________________
   Philip B. Barr                             Vice President, Chief Financial
                                              Officer, Treasurer and
                                              Secretary, Director


/s/Jeffrey T. Brown
___________________________
   Jeffrey T. Brown                           Controller and Chief Accounting
                                              Officer


/s/Philippe Bacou
___________________________
   Philippe Bacou                             Chairman of the Board


/s/Christophe Bacou 
___________________________
   Christophe Bacou                           Director
   


___________________________
   Karl Ericson                               Director


___________________________
   Dr. Henry A. Wertheim                      Director
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FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 Bacou USA, Inc.
             (Exact name of registrant as specified in its charter)

                       Delaware                            05-0470688
           (State or other jurisdiction of              I.R.S. Employer
           incorporation or organization)               Identification No.

           10 Thurber Boulevard, Smithfield, RI         02917
           (Address of Principal Executive Offices)     (Zip Code)

                                 Bacou USA, Inc.
                            1996 Stock Incentive Plan
                                       and
                        Bacou USA, Inc. 1996 Non-Employee
                           Director Stock Option Plan
                            (Full title of the plan)

                              Philip B. Barr, Esq.
           Vice President - Chief Financial Officer & General Counsel
                                 Bacou USA, Inc.
                              10 Thurber Boulevard
                              Smithfield, RI 02917
                     (Name and address of agent for service)

                                 (401) 233-0333
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                   Christine M. Marx, Esq., Edwards & Angell,
                     Three Gateway Center, Newark, NJ 07102

                         CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
                                    Proposed      Proposed
Title of                            maximum       maximum
securities                          offering      aggregate       Amount of
to be              Amount to be     price per     offering        registration
registered         registered       share(1)      price(1)            fee

- --------------------------------------------------------------------------------
Common Stock,      1,000,000        $16.63        $16,630,000     $5,734.50
$.001 par value     shares

- --------------------------------------------------------------------------------

(1)   Computed  pursuant  to  Rule  457  of the  rules  and  regulations  of the
      Securities  and Exchange  Commission  under the Securities Act of 1933, as
      amended, based on a price of $16.63 per share (the average of the high and
      low prices per shares on NASDAQ on July 23, 1996).
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents filed with the Securities and Exchange  Commission
(the  "Commission")  by  the  Company  are  incorporated  in  this  Registration
Statement by reference:

     1.  The  Company's  Prospectus  dated  March  27,  1996 as  filed  with the
     Commission pursuant to Rule 424(b);

     2. The Company's Form 10-Q for the quarter ended March 31, 1996.

     Such  incorporation  by  reference  shall  not be  deemed  to  specifically
incorporate  by  reference  the  information  referred to in Item  402(a)(8)  of
Regulation S-K.

     All documents filed with the Commission by the Company pursuant to Sections
13,  14 or  15(d)  of the  Securities  Exchange  Act of  1934  ("Exchange  Act")
subsequent  to  the  date  of  this  Registration  Statement  and  prior  to the
termination of this offering of the Common Stock offered hereby are incorporated
herein by reference and such documents  shall be deemed to be a part hereof from
the  date  of  filing  of  such  documents.  Any  statement  contained  in  this
Registration Statement or in a document incorporated or deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law, as amended,
provides in regard to indemnification of directors and officers as follows:

     "145.  INDEMNIFICATION  OF  OFFICERS,  DIRECTORS,   EMPLOYEES  AND  AGENTS;
INSURANCE. - (a) A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     (b) A  corporation  may  indemnify  any  person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnify for such expense which the Court of Chancery or such other court shall
deem proper.

     (c)  To the  extent  that a  director,  officer,  employee  or  agent  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
section,  or in  defense  of any  claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

     (d) Any  indemnification  under  subsections  (a)  and (b) of this  section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that  indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable  standard  of conduct  set forth in  subsections  (a) and (b) of this
section.  Such  determination  shall  be  made  (1) by a  majority  vote  of the
directors who are not parties to such action,  suit or  proceeding,  even though
less than a quorum, or (2) if there are no such directors,  or if such directors
so direct,  by  independent  legal counsel in a written  opinion,  or (3) by the
stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal,  administrate or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action,  suit or proceeding  upon receipt of an undertaking by or on behalf
of such  director  or  officer to repay such  amount if it shall  ultimately  be
determined  that he is not  entitled to be  indemnified  by the  corporation  as
authorized in this section.  Such expenses (including  attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions,  if
any, as the board of directors deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking  indemnification  or  advancement  of
expenses may be entitled under any bylaw,  agreement,  vote of  stockholders  or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

     (g) A  corporation  shall have power to purchase and maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under this section.

     (h) For purposes of this  section,  references to "the  corporation"  shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under  this  section  with  respect  to  the  resulting  or  surviving
corporation as he would have had with respect to such constituent corporation if
its separate existence had continued.

     (i) For purposes of this section,  references to "other  enterprises" shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes  assessed on a person  with  respect to any  employee  benefit  plan;  and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director, officer, employee, or
agent  with  respect  to  an  employee   benefit  plan,  its   participants   or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed  to the  best  interests  of the  corporation"  as  referred  to in this
section.

     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall,  unless  otherwise  provided when authorized or
ratified,  continue  as to as person who has ceased to be a  director,  officer,
employee  or agent and shall inure to the  benefit of the heirs,  executors  and
administrators of such a person.

     (k) The Court of Chancery is hereby vested with exclusive  jurisdiction  to
hear and determine all actions for  advancement  of expenses or  indemnification
brought under this section or under any bylaw,  agreement,  vote of stockholders
or disinterested  directors,  or otherwise.  The Court of Chancery may summarily
determine a corporation's  obligation to advance expenses (including  attorneys'
fees)."

     The  Company's  bylaws  provide that  officers and directors of the Company
shall be indemnified to the full extent permitted under  subsections (a) through
(e) of Section 145 of Title 8 of the Delaware General Corporation Law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

EXHIBIT NUMBER      DESCRIPTION OF EXHIBIT

5                   Opinion of Edwards & Angell re: legality

23(a)               Consent of KPMG Peat Marwick LLP

23(b)               Consent of Edwards & Angell (included in Exhibit 5)

24                  Power  of  Attorney  (included  on  signature  pages to this
                    Registration Statement)

ITEM 9.  UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  change to such  information in the
Registration Statement;

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The undersigned  Registrant hereby further undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the Registrant's bylaws, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                               SIGNATURES AND AMENDMENTS

     Each person whose signature  appears below hereby  constitutes and appoints
the  President  and Chief  Executive  Officer and the Vice  President  and Chief
Financial  Officer of the Registrant,  or any one of them,  acting alone, as his
true and lawful  attorney-in-fact,  with full power and  authority to execute in
the name,  place and stead of each such person in any and all  capacities and to
file, an amendment or amendments to the Registration Statement (and all exhibits
thereto) and any documents  relating  thereto,  which  amendments  may make such
changes in the  Registration  Statement  as said  officer or  officers so acting
deem(s) advisable.

                                      SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Smithfield, State of Rhode Island, on July 30, 1996

                                   BACOU USA, INC.

                                   By:/s/Philip B. Barr
                                      ________________________________________
                                      Philip B. Barr
                                      Vice President and Chief Financial Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on July 30, 1996.

      Signatures                                  Title

/s/Walter Stepan 
___________________________
   Walter Stepan                              President, Chief
                                              Executive Officer, Director

/s/Philip B. Barr
___________________________
   Philip B. Barr                             Vice President, Chief Financial
                                              Officer, Treasurer and
                                              Secretary, Director

/s/Jeffrey T. Brown
___________________________
   Jeffrey T. Brown                           Controller and Chief Accounting
                                              Officer

/s/Philippe Bacou
___________________________
   Philippe Bacou                             Chairman of the Board

/s/Christophe Bacou 
___________________________
   Christophe Bacou                           Director
   

___________________________
   Karl Ericson                               Director

___________________________
   Dr. Henry A. Wertheim                      Director