SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                              --------------------

                                    FORM 8-K

                                 CURRENT REPORT


                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported): May 17, 2001



                                AEARO CORPORATION
             (Exact name of registrant as specified in its charter)
                              --------------------


               Delaware                      33-96190           13-3840450
    -------------------------------         ----------      --------------------

     (State or other jurisdiction of        Commission       (I.R.S. Employer
     incorporation or organization)         File Number      Identification No.)


          5457 West 79th Street
          Indianapolis, Indiana                                   46268
(Address of principal executive offices)                        (Zip Code)


                                 (317) 692-6666
              (Registrant's telephone number, including area code)

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









                                 AEARO CORPORATION

                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 DECEMBER 31, 1999
                                    (UNAUDITED)

                                         3

Item 4.  Changes in Registrant's Certifying Accountant

     (a) Effective May 17, 2001,  the Audit  Committee of the Board of Directors
     of Aearo  Corporation (the "Company")  dismissed Arthur Andersen LLP ("AA")
     as the Company's independent accountant. The reports of AA on the financial
     statements  of the Company as of September  30, 2000 and September 30, 1999
     and for each of the three  years in the period  ended  September  30,  2000
     contained  no  adverse  opinion  or  disclaimer  of  opinion  and  were not
     qualified  or  modified  as  to  uncertainty,  audit  scope  or  accounting
     principles.

     In connection  with its audit for the fiscal years ended September 30, 2000
     and September 30, 1999 and through May 17, 2001,  there was no disagreement
     with AA on any  matter  of  accounting  principle  or  practice,  financial
     statement disclosure,  or auditing scope or procedure,  which disagreement,
     if not  resolved to the  satisfaction  of AA,  would have caused AA to make
     reference to the subject matter of that  disagreement  in its report on the
     Company's financial statements for those fiscal periods.

     During the fiscal years ended September 30, 2000 and September 30, 1999 and
     through May 17,  2001,  there were no  "reportable  events" as that term is
     defined in Item 304(a)(1)(v) of Regulation S-K.

     The Company  requested  that AA furnish it with a letter  addressed  to the
     Securities and Exchange  Commission  stating  whether or not it agrees with
     the  statement in this Item 4(a).  A copy of the letter  furnished by AA in
     response to that  request,  dated May 17, 2001, is filed as Exhibit 16.1 to
     this Form 8-K.

     (b)  Effective May 17, 2001,  the Company  engaged the  accounting  firm of
     Deloitte and Touche LLP as its independent public accountants.

Item 7.  Financial Statements and Exhibits

    (c) Exhibits

    The following exhibits are filed as part of this report:

    Exhibit
    Number                      Description
    --------        ------------------------------------------------------------

    16.1            Letter from Arthur Andersen LLP dated May 17, 2001 regarding
                    the change in certifying accountant



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                                     SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Date: May 17, 2001                                   AEARO CORPORATION

                                                     /s/ Jeffrey S. Kulka


                                                     ---------------------------
                                                     Jeffrey S. Kulka
                                                     Vice President, Finance,
                                                     Treasurer, and Secretary
                                                     (Principal Financial and
                                                     Accounting Officer)





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