8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 3, 2004

MINE SAFETY APPLIANCES COMPANY

(Exact name of registrant as specified in its charter)

Pennsylvania	1-15579	25-0668780
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File Number)	Identification No.)
121 Gamma Drive
RIDC Industrial Park
O’Hara Township
Pittsburgh, Pennsylvania		15238
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 412-967-3000

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:

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

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

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

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

Explanatory Note

This Form 8-K/A amends the Form 8-K dated November 3, 2004. The submission heading under which the original 8-K was submitted erroneously referred to Item numbers 12 and 9.01, when in fact it should have referred to Items 2.02 and 9.01. The purpose of this amendment is to reflect the correct Item numbers in the submission. The content of this amendment is identical to the original Form 8-K.

Item 2.02 Results of Operations and Financial Condition.

     On November 3, 2004, the Company issued a press release announcing its financial results for the quarter ended September 30, 2004. A copy of the press release is furnished herewith as Exhibit 99.1 to this report.

Item 9.01. Exhibits

Exhibit Number	Description
99.1	Mine Safety Appliances Company Press Release dated November 3, 2004, announcing financial results for the quarter ended September 30, 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.

	MINE SAFETY APPLIANCES COMPANY (Registrant)
	By	/s/ Dennis L. Zeitler
		Dennis L. Zeitler
Date: November 18, 2004		Vice President - Finance

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Mine Safety Appliances Company Press Release dated November 3, 2004, announcing financial results for the quarter ended September 30, 2004.

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EX-99.1

Exhibit 99.1

FROM:        MSA (Mine Safety Appliances Company)
Ticker: MSA (NYSE)
Contact: Mark Deasy – (412) 967-3357

FOR IMMEDIATE RELEASE

MSA Announces Record Sales and Earnings
Global Safety Equipment Manufacturer Continues Strong Performance

• Net Sales Increase 28%

• Net Income from Continuing Operations Up 74%

• Strong Performance Continues to be Led by Military, Homeland Security and Fire Service Sales in North America

     PITTSBURGH, November 3, 2004 – MSA (NYSE: MSA) today announced that net sales for the third quarter of 2004 were $219,962,000, compared with $171,927,000 for the third quarter of 2003, an increase of $48.0 million, or 28 percent. Net income from continuing operations for the third quarter of 2004 improved 74 percent to $19,111,000, or $.51 per basic share, compared with $10,984,000, or $.30 per basic share, for the same quarter last year.

     Net sales for the nine months ended September 30, 2004 were $627,566,000, compared with $508,257,000 in 2003, an increase of $119.3 million, or 23 percent. Net income from continuing operations for the nine months ended September 30, 2004 improved 58 percent to $53,367,000, or $1.44 per basic share, compared with $33,675,000, or $.91 per basic share, for the same period last year.

     Including the sale of a discontinued business in September 2003, noted below, net income for the third quarter of 2004 was $19,111,000, or $.51 per basic share, compared with $24,540,000, or $.67 per basic share, for the same quarter last year. Net income for the nine months ended September 30, 2004 was $53,367,000, or $1.44 per basic share, compared with $50,018,000, or $1.36 per basic share, for the same period last year. Third quarter 2003 and year-to-date 2003 net income included income of $13,556,000, or $.37 per basic share, and $16,343,000, or $.45 per basic share, respectively, related to the Callery Chemical Division which was sold to BASF Corporation in September 2003 for a gain of $13,658,000.

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     Third quarter sales growth occurred primarily in the company’s North American segment, led by strong shipments of self-contained breathing apparatus (SCBA) and thermal imaging cameras (TICs) to the fire service market, and Advanced Combat Helmets and gas masks to homeland security and military markets. The company’s broad range of sophisticated new products are selling well, assisted by higher government funding to support the fire service, homeland security and the war on terrorism.

     The company continues to see strong demand for its latest generation of SCBAs and Millennium® Gas Masks, which were among the first such devices to meet new performance standards adopted by the National Fire Protection Association (NFPA) and the National Institute for Occupational Safety and Health (NIOSH) for protection against chemical, biological, radiological and nuclear (CBRN) agents. These standards are helping to provide first responders with higher levels of protection against possible terrorist attacks. Shipments of the Advanced Combat Helmet, which was recognized as one of the Greatest Inventions of 2002 by the U.S. Army, were also significantly higher during the current quarter.

     MSA’s Evolution® 5000 TIC, which combines the functionality and durability required by the fire service with features and performance not found on other small format cameras, continues to be the camera of choice in the fire service market. Sales of instrument products also grew significantly on improved industrial market demand for the company’s latest generation portable instruments, such as the Solaris® Multigas Detector, which is one of the smallest and lightest four-gas monitors available today. Industrial helmet sales in North America have also been good.

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     Local currency sales in the company’s European segment grew modestly during the quarter and were assisted by the acquisition of Sordin AB, a leading manufacturer of passive and electronic hearing protection devices for the industrial, law enforcement and military markets. In MSA’s International segment, local currency sales during the third quarter were somewhat higher due to improved performance in Latin America and the Asia Pacific region. When stated in U.S. dollars, reported sales in these segments also increased modestly as a result of favorable currency translation effects associated with a stronger Euro, Australian Dollar, and South African Rand.

     Third quarter income growth occurred primarily in the company’s North American segment and is a result of the previously discussed sales growth. Income also improved in MSA’s European segment, primarily as a result of the Sordin acquisition. International segment income also improved on higher sales.

     “Our strong performance, which continues a trend that began several years ago, is the direct result of our focus on key markets and customers, including the fire service, homeland security and the military,” said John T. Ryan III, MSA Chairman and CEO. “We have been particularly diligent in identifying promising markets and developing innovative products that meet new performance standards and anticipate end-user needs. I am particularly pleased by the diversity of our sales performance in North America where we have shown sales gains in almost every active commercial product area, including those driven by special government funding and those that are not. I believe that a heightened commitment to worker safety and a focus on homeland security throughout the world will continue to provide MSA with attractive opportunities to respond to and meet customers’ safety equipment needs across a wide range of end-user markets and applications,” Mr. Ryan said.

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About MSA:

     Established in 1914, MSA is a global leader in the development, manufacture and supply of sophisticated safety products that protect people’s health and safety. Sophisticated safety products typically integrate any combination of electronics, mechanical systems and advanced materials to protect users against hazardous or life-threatening situations. The company’s comprehensive line of products is used by workers around the world in the fire service, homeland security, construction and other industries, as well as the military. MSA products include self-contained breathing apparatus, gas masks, gas detection instruments, head protection, respirators and thermal imaging cameras. The company also provides a broad offering of consumer and contractor safety products through retail channels. These products are marketed and sold under the MSA Safety Works brand name. MSA has manufacturing operations throughout the United States and Europe and 28 international affiliates. More information about MSA is available on the company’s Web site at www.msanet.com.

Cautionary Statement Regarding Forward-Looking Statements:

Except for historical information, the matters discussed in this press release are forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements, including without limitation all projections and anticipated levels of future performance, involve risks, uncertainties and other factors that may cause our actual results to differ materially from those discussed herein. These risks, uncertainties and other factors are detailed from time to time in our filings with the United States Securities and Exchange Commission (“SEC”), including without limitation our most recent filing on Form 10-K, filed on March 15, 2004 and our Form S-3/A, filed on June 23, 2004. You are strongly urged to review all such filings for a more detailed discussion of such risks and uncertainties. Our SEC filings are readily obtainable at no charge at www.sec.gov, as well as on a number of other commercial web sites.

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Mine Safety Appliances Company
Consolidated Condensed Statement of Income (Unaudited)

(In thousands, except earnings per share and shares outstanding)

	Three Months Ended						Nine Months Ended
	September 30						September 30
	2004			2003			2004		2003
Net sales	$	219,962		$	171,927		$	627,566	$	508,257
Other income		2,018			1,586			3,482		2,116
Cost of products sold		128,227			102,010			362,166		299,149
Selling, general and administrative		50,352			41,761			145,229		123,076
Research and development		5,588			5,599			15,890		15,495
Depreciation and amortization		6,647			5,522			18,228		16,572
Interest		996			1,033			2,725		3,325
Currency exchange loss (gain)		(951	)		(121	)		969		(1,922	)
Income from continuing operations before income taxes		31,121			17,709			85,841		54,678
Provision for income taxes		12,010			6,725			32,474		21,003
Net income from continuing operations		19,111			10,984			53,367		33,675
Net income from discontinued operations					(102	)				2,685
Gain on sale of discontinued operations – after tax					13,658					13,658
Net income		19,111			24,540			53,367		50,018
Basic earnings per share
Continuing operations		.51			.30			1.44		.91
Discontinued operations					.37					.45
Net income		.51			.67			1.44		1.36
Diluted earnings per share
Continuing operations		.50			.29			1.40		.91
Discontinued operations					.36					.44
Net income		.50			.65			1.40		1.35
Average number of common shares outstanding (basic)		37,126,586			36,743,757			37,048,383		36,690,147

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Mine Safety Appliances Company
Consolidated Condensed Balance Sheet (Unaudited)

(In thousands)	September 30, 2004		December 31, 2003
Current assets
Cash and cash equivalents	$	62,210	$	73,244
Trade receivables, net		160,565		129,900
Inventories		112,396		90,103
Other current assets		33,961		30,995
Total current assets		369,132		324,242
Property, plant and equipment, net		120,936		120,560
Prepaid pension cost		130,243		121,290
Goodwill		48,142		44,810
Other non-current assets		31,408		32,983
Total		699,861		643,885
Current liabilities
Notes payable and current portion of long-term debt	$	5,365	$	5,666
Accounts payable		37,973		40,029
Other current liabilities		82,242		69,020
Total current liabilities		125,580		114,715
Long-term debt		59,911		59,915
Pension and other employee benefits		76,189		74,808
Deferred tax liabilities		75,639		70,845
Other non-current liabilities		13,157		15,744
Shareholders’ equity		349,385		307,858
		699,861		643,885

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Mine Safety Appliances Company
Segment Information (Unaudited)

	Three Months Ended						Nine Months Ended
(In thousands)	September 30						September 30
	2004			2003			2004			2003
Net Sales
North America	$	151,197		$	112,889		$	424,846		$	331,054
Europe		40,739			34,890			121,795			106,164
International		28,026			24,148			80,925			71,039
Total		219,962			171,927			627,566			508,257
Net income from continuing operations
North America	$	16,022		$	9,636		$	44,492		$	26,681
Europe		1,304			686			4,447			2,750
International		2,230			919			5,522			3,792
Reconciling		(445	)		(257	)		(1,094	)		452
		19,111			10,984			53,367			33,675

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