UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION


                              WASHINGTON, DC 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) March 24, 2006


                                 AEARO COMPANY I
             (Exact Name of Registrant as Specified in Its Charter)




                                                                                 

                    DELAWARE                               333-116676                             13-3840456
 (State or Other Jurisdiction of Incorporation)     (Commission File Number)           (IRS Employer Identification No.)

              5457 W. 79TH STREET
             INDIANAPOLIS, INDIANA                                                                   46268
    (Address of Principal Executive Offices)                                                      (Zip Code)
                                                        (317) 692-6666
                                       (Registrant's Telephone Number, Including Area Code)




Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[   ]  Written communications pursuant to Rule 425 under the Securities Act (17
       CFR 230.425)

[   ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
       CFR 240.14a-12)

[   ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
       Exchange Act (17 CFR 240.14d-2(b))

[   ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act (17 CFR 240.13e-4(c))



ITEM 8.01. OTHER EVENTS.

On March 24, 2006, Aearo Company I (the "Company") accepted and purchased
$175,000,000 aggregate principal amount of its 8 1/4% Senior Subordinated Notes
due 2012 (the "Notes") that were tendered in response to its previously
announced tender offer and consent solicitation. The tender offer and consent
solicitation expired at 8:00 a.m., New York City time, on March 24, 2006.




                                   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 hereunto duly authorized.





Dated: March 24, 2006                     AEARO COMPANY I

                                          By:     /s/Jeffrey S. Kulka
                                                  -------------------
                                          Name:   Jeffrey S. Kulka
                                          Title:  Senior Vice President,
                                                  Chief Financial Officer and
                                                  Secretary