Registration Statement No. 333-__________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    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
                                 (401) 233-0333
               (Address, including zip code and telephone number,
        including area code, of registrant's principal executive offices)

                   Bacou USA, Inc. 1996 Stock Incentive Plan,
          Bacou USA, Inc. 1996 Non-Employee Directors Stock Option Plan
                                       and
                     1998 Howard S. Leight Stock Option Plan
                            (Full title of the plan)

                             Winfield W. Major, Esq.
                                 General Counsel
                                 Bacou USA, Inc.
                              10 Thurber Boulevard
                              Smithfield, RI 02917
                                 (401) 233-0333
            (Name, address, including zip code and telephone number,
                   including area code, of agent for service)

                                 with a copy to:
                            Laura N. Wilkinson, Esq.
                              Edwards & Angell, LLP
                              2800 BankBoston Plaza
                              Providence, RI 02903
                                 (401) 274-9200

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
  Title of
  Each Class       Amount     Proposed maximum   Proposed maximum     Amount of
of Securities       to be      offering price   aggregate offering  registration
to be Registered  registered    per unit (1)         price (1)          fee

--------------------------------------- ----------------------------------------
 Common Stock,   700,000 shares   $21.34375       $14,940,625        $4,154.00
 $.001 par value     (2)
--------------------------------------------------------------------------------

(1)   These figures are estimates made solely for the purpose of calculating the
      registration fee pursuant to Rule 457 under the Securities Act of 1933, as
      amended.  The  registration  fee has been  calculated in  accordance  Rule
      457(h)  based  upon the  average  of the high and low prices for shares of
      Bacou USA, Inc. on the New York Stock Exchange on February 17. 1999.

(2)   Based  on  1,000,000  shares  of which  900,000  options  were  originally
      authorized  under the Bacou  USA,  Inc.  1996 Stock  Incentive  Plan (less
      50,000  shares  allocated  to the 1998 Howard S. Leight Stock Option Plan)
      and 100,000 options were originally  authorized  under the Bacou USA, Inc.
      1996  Non-Employee  Directors  Stock Option Plan.  The 700,000  additional
      shares being  registered  herein  consist of (i) 450,000  shares  issuable
      under the Bacou USA, Inc. 1996 Stock  Incentive  Plan; (ii) 200,000 shares
      issuable  under the Bacou USA,  Inc.  1996  Non-Employee  Directors  Stock
      Option Plan;  and (iii) 50,000  shares  issuable  under the 1998 Howard S.
      Leight Stock Option Plan.

PURSUANT TO RULE 429, THIS REGISTRATION  STATEMENT SERVES TO REGISTER ADDITIONAL
SHARES OF COMMON  STOCK,  $.001 PAR VALUE,  UNDER THE BACOU USA, INC. 1996 STOCK
INCENTIVE PLAN AND THE BACOU USA, INC. 1996 NON-EMPLOYEE  DIRECTORS STOCK OPTION
PLAN (COLLECTIVELY,  THE "PLANS") WHICH PLANS PREVIOUSLY  REGISTERED  SECURITIES
WITH THE COMMISSION UNDER REGISTRATION NO. 333-09251.


                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

       The following  documents,  which Bacou USA, Inc. (the  "Registrant")  has
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the Securities  Exchange Act of 1934 (the "Exchange  Act"),  are incorporated in
this Registration Statement by reference:

     1. Annual Report on Form 10-K for the fiscal year ended December 31, 1997;

     2.  Quarterly  Reports on Form 10-Q for the quarters  ended March 31, 1998,
     June 30, 1998, and September 30, 1998;

     3. Current Reports on Form 8-K dated March 13, 1998, June 17, 1998,  August
     5, 1998, October 7, 1998,  October 14, 1998,  November 4, 1998, January 19,
     1999,  January 20, 1999 and February 9, 1999 and on Form 8-K/A dated August
     14, 1997 and April 15, 1998;

     4. The  description  of the  Registrant's  Common  Stock  contained  in the
     Registrant's  registration statement filed under Section 12 of the Exchange
     Act,  including any amendments or reports filed for the purpose of updating
     such description.

     All  documents  filed with the  Commission  by the  Registrant  pursuant to
Sections  13, 14 or 15(d) of the  Exchange  Act  subsequent  to the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
hereto which  indicates  that all  securities  offered  hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  herein by reference and made 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 incorporated by reference  herein shall
be 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 shall have power to 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 the person 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 the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person 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 the person 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  shall have power to 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  the  person  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
the person in  connection  with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person 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  indemnity  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,  such person shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by such person 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 the person has
met the applicable  standard of conduct set forth in subsections  (a) and (b) of
this section.  Such determination shall be made, with respect to a person who is
a director or officer at the time of such determination,  (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) by a committee  of  directors  designated  by
majority of such directors,  even though less than a quorum, or (3) if there are
no such directors,  or if such directors so direct, by independent legal counsel
in a written opinion, or (4) by the stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil,  criminal,  administrative 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  such  person  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 corporation 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 such
person and incurred by such person in any such capacity,  or arising out of such
person's status as such,  whether or not the corporation would have the power to
indemnify such person 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 such person
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 a 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  By-Laws  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

  23.1        Consent of KPMG LLP regarding Bacou USA, Inc.

  23.2        Consent of PricewaterhouseCoopers LLP regarding Howard S.
              Leight & Associates, Inc.

  23.3        Consent of PricewaterhouseCoopers LLP regarding Comasec
              Holdings, Inc.

  23.4        Consent of Edwards & Angell (included in Exhibit 5)

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

Item 9.  Undertakings.

     (a) The 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:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective date of this  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement; and

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not previously  disclosed in this  Registration
          Statement  or  any  material  change  to  such   information  in  this
          Registration Statement;

     provided,  however,  that  paragraphs  (i) and (ii)  shall not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in this Registration Statement;

     (2) For the purpose of determining  any liability under the Securities Act,
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.

     (b)  The  Registrant  hereby  further  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  Annual  Report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act 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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Bacou USA, Inc.
has duly caused this  Registration  Statement  to be signed on its behalf by the
undersigned,  thereunto duly  authorized,  in the Town of  Smithfield,  State of
Rhode Island, on this 10th day of February, 1999.

                                 BACOU USA, INC.


                                 By /s/ Philip B. Barr
                                   -----------------------------------
                                        Philip B. Barr
                                        Executive Vice President,
                                        Chief Financial Officer and Secretary


     Each person whose signature  appears below hereby  constitutes and appoints
the Vice Chairman of the Board,  President and Chief  Executive  Officer and the
Executive Vice President,  Chief Financial  Officer and Secretary,  or either 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 this  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.

     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 February 10, 1999.

         Signature                    Title

    /s/ Philippe Bacou                Chairman of the Board, Director
        --------------------------
         Philippe Bacou


   /s/  Walter Stepan                  Vice Chairman of the Board, President
        --------------------------     and Chief Executive Officer, Director
        Walter Stepan                 


   /s/ Philip B. Barr                  Executive Vice President, Chief Financial
       --------------------------      Officer and Secretary, Director
       Philip B. Barr


   /s/ Jeffrey T. Brown                Treasurer and Chief Accounting Officer
       --------------------------
       Jeffrey T. Brown


       ---------------------------      Director
         Christophe Bacou


   /s/ Karl F. Ericson                 Director
       ---------------------------
       Karl F. Ericson


   /s/ Howard S. Leight                Director
       ---------------------------
       Howard S. Leight


   /s/ Herbert A. Wertheim             Director
       ---------------------------
       Herbert A. Wertheim
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Registration Statement No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    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
                                 (401) 233-0333
               (Address, including zip code and telephone number,
        including area code, of registrant's principal executive offices)

                   Bacou USA, Inc. 1996 Stock Incentive Plan,
          Bacou USA, Inc. 1996 Non-Employee Directors Stock Option Plan
                                       and
                     1998 Howard S. Leight Stock Option Plan
                            (Full title of the plan)

                             Winfield W. Major, Esq.
                                 General Counsel
                                 Bacou USA, Inc.
                              10 Thurber Boulevard
                              Smithfield, RI 02917
                                 (401) 233-0333
            (Name, address, including zip code and telephone number,
                   including area code, of agent for service)

                                 with a copy to:
                            Laura N. Wilkinson, Esq.
                              Edwards & Angell, LLP
                              2800 BankBoston Plaza
                              Providence, RI 02903
                                 (401) 274-9200

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
  Title of
  Each Class       Amount     Proposed maximum   Proposed maximum     Amount of
of Securities       to be      offering price   aggregate offering  registration
to be Registered  registered    per unit (1)         price (1)          fee

--------------------------------------- ----------------------------------------
 Common Stock,   700,000 shares   $21.34375       $14,940,625        $4,154.00
 $.001 par value     (2)
--------------------------------------------------------------------------------

(1)   These figures are estimates made solely for the purpose of calculating the
      registration fee pursuant to Rule 457 under the Securities Act of 1933, as
      amended.  The  registration  fee has been  calculated in  accordance  Rule
      457(h)  based  upon the  average  of the high and low prices for shares of
      Bacou USA, Inc. on the New York Stock Exchange on February 17. 1999.

(2)   Based  on  1,000,000  shares  of which  900,000  options  were  originally
      authorized  under the Bacou  USA,  Inc.  1996 Stock  Incentive  Plan (less
      50,000  shares  allocated  to the 1998 Howard S. Leight Stock Option Plan)
      and 100,000 options were originally  authorized  under the Bacou USA, Inc.
      1996  Non-Employee  Directors  Stock Option Plan.  The 700,000  additional
      shares being  registered  herein  consist of (i) 450,000  shares  issuable
      under the Bacou USA, Inc. 1996 Stock  Incentive  Plan; (ii) 200,000 shares
      issuable  under the Bacou USA,  Inc.  1996  Non-Employee  Directors  Stock
      Option Plan;  and (iii) 50,000  shares  issuable  under the 1998 Howard S.
      Leight Stock Option Plan.

PURSUANT TO RULE 429, THIS REGISTRATION  STATEMENT SERVES TO REGISTER ADDITIONAL
SHARES OF COMMON  STOCK,  $.001 PAR VALUE,  UNDER THE BACOU USA, INC. 1996 STOCK
INCENTIVE PLAN AND THE BACOU USA, INC. 1996 NON-EMPLOYEE  DIRECTORS STOCK OPTION
PLAN (COLLECTIVELY,  THE "PLANS") WHICH PLANS PREVIOUSLY  REGISTERED  SECURITIES
WITH THE COMMISSION UNDER REGISTRATION NO. 333-09251.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

       The following  documents,  which Bacou USA, Inc. (the  "Registrant")  has
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the Securities  Exchange Act of 1934 (the "Exchange  Act"),  are incorporated in
this Registration Statement by reference:

     1. Annual Report on Form 10-K for the fiscal year ended December 31, 1997;

     2.  Quarterly  Reports on Form 10-Q for the quarters  ended March 31, 1998,
     June 30, 1998, and September 30, 1998;

     3. Current Reports on Form 8-K dated March 13, 1998, June 17, 1998,  August
     5, 1998, October 7, 1998,  October 14, 1998,  November 4, 1998, January 19,
     1999,  January 20, 1999 and February 9, 1999 and on Form 8-K/A dated August
     14, 1997 and April 15, 1998;

     4. The  description  of the  Registrant's  Common  Stock  contained  in the
     Registrant's  registration statement filed under Section 12 of the Exchange
     Act,  including any amendments or reports filed for the purpose of updating
     such description.

     All  documents  filed with the  Commission  by the  Registrant  pursuant to
Sections  13, 14 or 15(d) of the  Exchange  Act  subsequent  to the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
hereto which  indicates  that all  securities  offered  hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  herein by reference and made 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 incorporated by reference  herein shall
be 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 shall have power to 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 the person 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 the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person 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 the person 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  shall have power to 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  the  person  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
the person in  connection  with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person 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  indemnity  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,  such person shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by such person 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 the person has
met the applicable  standard of conduct set forth in subsections  (a) and (b) of
this section.  Such determination shall be made, with respect to a person who is
a director or officer at the time of such determination,  (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) by a committee  of  directors  designated  by
majority of such directors,  even though less than a quorum, or (3) if there are
no such directors,  or if such directors so direct, by independent legal counsel
in a written opinion, or (4) by the stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil,  criminal,  administrative 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  such  person  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 corporation 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 such
person and incurred by such person in any such capacity,  or arising out of such
person's status as such,  whether or not the corporation would have the power to
indemnify such person 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 such person
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 a 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  By-Laws  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

  23.1        Consent of KPMG LLP regarding Bacou USA, Inc.

  23.2        Consent of PricewaterhouseCoopers LLP regarding Howard S.
              Leight & Associates, Inc.

  23.3        Consent of PricewaterhouseCoopers LLP regarding Comasec
              Holdings, Inc.

  23.4        Consent of Edwards & Angell (included in Exhibit 5)

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

Item 9.  Undertakings.

     (a) The 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:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective date of this  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement; and

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not previously  disclosed in this  Registration
          Statement  or  any  material  change  to  such   information  in  this
          Registration Statement;

     provided,  however,  that  paragraphs  (i) and (ii)  shall not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in this Registration Statement;

     (2) For the purpose of determining  any liability under the Securities Act,
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.

     (b)  The  Registrant  hereby  further  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  Annual  Report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act 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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Bacou USA, Inc.
has duly caused this  Registration  Statement  to be signed on its behalf by the
undersigned,  thereunto duly  authorized,  in the Town of  Smithfield,  State of
Rhode Island, on this 10th day of February, 1999.

                                 BACOU USA, INC.

                                 By /s/ Philip B. Barr
                                   -----------------------------------
                                        Philip B. Barr
                                        Executive Vice President,
                                        Chief Financial Officer and Secretary

     Each person whose signature  appears below hereby  constitutes and appoints
the Vice Chairman of the Board,  President and Chief  Executive  Officer and the
Executive Vice President,  Chief Financial  Officer and Secretary,  or either 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 this  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.

     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 February 10, 1999.

         Signature                    Title

    /s/ Philippe Bacou                Chairman of the Board, Director
        --------------------------
         Philippe Bacou

   /s/  Walter Stepan                  Vice Chairman of the Board, President
        --------------------------     and Chief Executive Officer, Director
        Walter Stepan                 

   /s/ Philip B. Barr                  Executive Vice President, Chief Financial
       --------------------------      Officer and Secretary, Director
       Philip B. Barr

   /s/ Jeffrey T. Brown                Treasurer and Chief Accounting Officer
       --------------------------
       Jeffrey T. Brown

       ---------------------------      Director
         Christophe Bacou

   /s/ Karl F. Ericson                 Director
       ---------------------------
       Karl F. Ericson

   /s/ Howard S. Leight                Director
       ---------------------------
       Howard S. Leight

   /s/ Herbert A. Wertheim             Director
       ---------------------------
       Herbert A. Wertheim