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

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         Date of Report (Date of earliest event reported): July 19, 2001


                                AEARO CORPORATION
               (Exact name of Registrant as specified in charter)

          Delaware                      0-26942                  13-3840450
(State or other jurisdiction     (Commission file number)      (IRS employer
       of incorporation)                                    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)








Item 5.  Other Events.

     Aearo Successfully  Completes New $135 Million Credit Facility. On July 19,
2001, Aearo Corporation announced the following:

Amendment and Restatement of Senior Secured Credit Facilities

INDIANAPOLIS  (July 19, 2001) - Aearo  Corporation  announced the refinancing of
its  indebtedness  under its prior $165.0 million Senior Secured Credit Facility
effective  July 13, 2001.  As of March 31, 2001,  the Company had $17.5  million
drawn  under  its  $25.0  million  Revolving  Credit  Facility,   $30.1  million
outstanding  on its $90.0 million Term Loan A and $47.6 million  outstanding  on
its $50.0 million Term Loan B. Under the Company's  prior Senior  Secured Credit
Facility, the Revolving Credit Facility and Term Loan A were scheduled to mature
in May 2002 and the Term Loan B was  scheduled to mature in May 2003.  The funds
necessary to (i) consummate the Refinancing, (ii) pay related fees and expenses,
and (iii) provide for ongoing  working capital and general  corporate  purposes,
were provided through a new $135.0 million Senior Secured Credit Facility.

The  new  $135.0  million  Senior  Secured  Credit  Facility  consists  of (i) a
four-year $30.0 million Revolving Credit Facility, (ii) a four-year $5.0 million
Overdraft Facility and (iii) a four-year $100.0 million Term Loan. The Revolver,
Overdraft  Facility  and Term  Loan  will  mature  in March  2005,  prior to the
maturity of the Company's  $100.0  million 12.5% Senior  Subordinated  Notes due
July  2005.  At  closing,  the Term  Loan was  fully  drawn  and  there  were no
outstandings under the Revolver. The initial interest rate for the Revolver will
be LIBOR + 2.75% and  LIBOR + 3.25%  for the Term  Loan.  Loan  amortization  is
approximately  $8 million in fiscal year 2002,  $12 million in fiscal year 2003,
and $16 million in fiscal year 2004.

                                   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: July 19, 2001                            AEARO CORPORATION

                                               By: /s/Jeffrey S. Kulka
                                               -----------------------
                                               Jeffrey S. Kulka
                                               Vice President, Finance,
                                               and Treasurer