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): August 18, 2003


                                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.

On July 24, 2003, Aearo Corporation  announced an agreement to redeem all of the
common  and  preferred  shares,  including  accrued  dividends,  held  by  Cabot
Corporation.

On August 18, 2003, Aearo Corporation  completed the transaction at a total cost
of $38.5 million, including fees and expenses, and was funded through the use of
$6.0 million in cash, an increase of $17.5 million in Aearo's existing revolving
credit facility, and new indebtedness of $15.0 million. The transaction required
the consent of the Company's lenders under its Senior Bank Facilities.

Coinciding with the closing of the redemption,  Cabot  Corporation's  designees,
William J. Brady and Imtiaz A.  Kathawalla,  resigned  as members of the Aearo's
Board of Directors.

Item 7.  Financial Statements and Exhibits.

(c) Exhibits.

10.40     StockPurchase   Agreement,   dated  June  27,  2003,   between   Aearo
          Corporation,  Cabot  Corporation and Cabot CSC  Corporation,  a wholly
          owned subsidiary of Cabot  Corporation.

10.41     Second  Amendment to the Amended and Restated  Credit  Agreement as of
          July 13, 2001, dated August 15, 2003.

10.42     Note Purchase  Agreement,  dated August 18, 2003,  for  $15,000,000 of
          Senior Subordinated Notes due July 15, 2005.


                                   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: August 18, 2003           AEARO CORPORATION


                                By: /s/Jeffrey S. Kulka
                                Jeffrey S. Kulka

                                Vice President, Chief Financial
                                Officer, and Treasurer