<PAGE>

    As filed with the Securities and Exchange Commission on January 22, 2004
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                              ARMOR HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                          59-3392443
  (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                              Armor Holdings, Inc.
                      1400 Marsh Landing Parkway, Suite 112
                           Jacksonville, Florida 32250
                                 (904) 741-5402

               (Address, including zip code, and telephone number,
              including area code, of principal executive offices)

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

                 ARMOR HOLDINGS, INC. 2002 STOCK INCENTIVE PLAN
                 ARMOR HOLDINGS, INC. 2002 EXECUTIVE STOCK PLAN

                            (Full title of the plan)
                              --------------------

                                Warren B. Kanders
                Chairman of the Board and Chief Executive Officer
                              Armor Holdings, Inc.
                      1400 Marsh Landing Parkway, Suite 112
                           Jacksonville, Florida 32250
                                 (904) 741-5402
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                               Kane Kessler, P.C.
                           1350 Avenue of the Americas
                             New York, NY 10019-4896
                                 (212) 541-6222
                         Attn: Robert L. Lawrence, Esq.

<PAGE>

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=======================================================================================================================
 Title of securities to        Amount to be          Proposed maximum        Proposed maximum          Amount of
     be registered            registered (1)        offering price per      aggregate offering      registration fee
                                                         share (2)               price (2)
-----------------------------------------------------------------------------------------------------------------------
<S>                       <C>                     <C>                      <C>                    <C>
Common Stock, $0.01 par
value per share                 3,170,000                 $21.71                $68,820,700              $5,568
=======================================================================================================================
</TABLE>

(1)    This Registration Statement covers 2,700,000 shares of common stock (the
       "Common Stock"), $0.01 par value per share, of Armor Holdings, Inc.
       issuable pursuant to the Armor Holdings, Inc. 2002 Stock Incentive Plan
       (the "2002 Incentive Plan") and 470,000 shares of Common Stock issuable
       pursuant to the Armor Holdings, Inc. 2002 Executive Stock Plan (the "2002
       Executive Plan") (the 2002 Incentive Plan and 2002 Executive Plan are
       collectively referred to herein as the "Plans"). In addition, pursuant to
       Rule 416(c) under the Securities Act of 1933, as amended (the "Securities
       Act") this Registration Statement covers an indeterminable number of
       additional shares of Common Stock as may hereafter be offered or issued
       pursuant to the Plans, to prevent dilution resulting from stock splits,
       stock dividends or similar transactions effected without receipt of
       consideration.

(2)    Estimated solely for the purpose of calculating the registration fee.
       Pursuant to Rule 457(c) and 457(h), the proposed maximum offering price
       per share is based upon (i) the average exercise price relating to
       approximately 2,009,839 outstanding options granted under the Plans for
       which the underlying shares of Common Stock have not previously been
       registered, which is $17.63 and (ii) with respect to 1,160,161 shares
       available for grant under the Plans or previously issued shares, a price
       of $25.79 (the average of the high and low price of the Registrant's
       Common Stock as reported on The New York Stock Exchange on January 14,
       2004).


                                       2
<PAGE>

                                EXPLANATORY NOTE

          The 3,170,000 shares of common stock, $0.01 par value per share (the
"Common Stock") of Armor Holdings, Inc., a Delaware corporation (the "Company"),
being registered pursuant to this Form S-8 are comprised of (i) 2,700,000 shares
of the Common Stock issued or issuable to participants under the Armor Holdings,
Inc. 2002 Stock Incentive Plan (the "2002 Incentive Plan") and (ii) 470,000
shares of Common Stock issued or issuable to participants under the Armor
Holdings, Inc. 2002 Executive Stock Plan (the "2002 Executive Plan" and together
with the 2002 Incentive Plan, the "Plans").

          This Registration Statement contains two parts. The first part
contains a prospectus pursuant to Form S-3 (in accordance with Section C of the
General Instructions to the Form S-8) which covers reoffers and resales of
"restricted securities" and/or "control securities" (as such terms are defined
in Section C of the General Instructions to Form S-8) of Armor Holdings, Inc.
This Reoffer prospectus relates to (i) up to 2,700,000 shares of common stock
that have been or may be issued to certain officers and directors of the Company
pursuant to the 2002 Incentive Plan and (ii) up to 470,000 shares of Common
Stock that have been or may be issued to certain officers and directors of the
Company pursuant to the 2002 Executive Plan. The second part of this
Registration Statement contains Information Required in the Registration
Statement pursuant to Part II of Form S-8. The Form S-8 portion of this
Registration Statement will be used for offers of shares of Common Stock of
Armor Holdings, Inc. pursuant to each of the Plans. The Plan Information
specified by Part I of Form S-8 is not being filed with the Securities and
Exchange Commission but will be delivered to all participants in the Plans
pursuant to Securities Act Rule 428(b)(1).


                                       3
<PAGE>

                               REOFFER PROSPECTUS
                              ARMOR HOLDINGS, INC.
                        3,170,000 SHARES OF COMMON STOCK
                           (PAR VALUE $0.01 PER SHARE)

          This Prospectus may be used by certain persons (the "Selling
Stockholders") who may be deemed to be affiliates of Armor Holdings, Inc., a
Delaware corporation (the "Company" or the Registrant"), to sell a maximum of
3,170,000 shares (the "Shares") of our common stock (the "Common Stock"), $0.01
par value per share, comprised of up to (i) 2,700,000 shares of Common Stock
which has been or will be purchased or acquired by the Selling Stockholders
pursuant to the Armor Holdings, Inc. 2002 Stock Incentive Plan (the "2002
Incentive Plan") and (ii) 470,000 shares of Common Stock which have been or will
be purchased or acquired by Selling Stockholders pursuant to the Armor Holdings,
Inc. 2002 Executive Stock Plan (the "2002 Executive Plan" and together with the
2002 Incentive Plan, collectively, the "Plans").

          All or a portion of the Shares offered hereby may be offered for sale,
from time to time, on The New York Stock Exchange, or otherwise, at prices and
terms then obtainable. All brokers' commissions or discounts will be paid by the
Selling Stockholders. However, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 under the Securities Act of 1933, as
amended (the "Securities Act"), may be sold under Rule 144 rather than pursuant
to this Prospectus. See "Plan of Distribution." We will receive none of the
proceeds of this offering, although we will receive or have received cash upon
the sale of stock to the Selling Stockholders under the Plans. See "Use of
Proceeds." All expenses incurred in connection with the preparation and filing
of this Prospectus and the related Registration Statement are being borne by us.
See "Expenses."

          SEE "RISK FACTORS" ON PAGE 10 HEREOF FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CAREFULLY CONSIDERED BY PROSPECTIVE PURCHASERS.

          Our common stock is listed on The New York Stock Exchange. On January
14, 2004, the closing price of our common stock was $26.00 per share.

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

          Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these securities, or
determined if this Prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

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

                The date of this Prospectus is January 22, 2004.



                                        4

<PAGE>

                              AVAILABLE INFORMATION

          We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith we are required to file periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information filed by us can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, as well as the Regional
Offices of the Commission at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such materials can be obtained from the
Public Reference Section of the Commission at its principal office at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 at the prescribed rates. The
Commission also maintains a site on the World Wide Web that contains reports,
proxy and information statements and other information regarding registrants
that file electronically. The address of such site is http://www.sec.gov. The
telephone number of the Commission is 800-SEC-0330. In addition, similar
information can be inspected at the New York Stock Exchange, 20 Broad Street,
New York, New York 10005.

          This Prospectus omits certain of the information contained in the
Registration Statement of which this Prospectus is a part (the "Registration
Statement"), covering the Common Stock, which pursuant to the Securities Act is
on file with the Commission. For further information with respect to us and our
common stock, reference is made to the Registration Statement including the
exhibits incorporated therein by reference or filed therewith. Statements herein
contained concerning the provisions of any document are not necessarily complete
and, in each instance, reference is made to the copy of such document filed as
an exhibit or incorporated by reference to the Registration Statement. The
Registration Statement and the Exhibits may be inspected without charge at the
offices of the Commission or copies thereof obtained at prescribed rates from
the public reference section of the Commission at the addresses set forth above.

          You should rely only on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from
that contained in this prospectus. This prospectus is an offer to sell, or a
solicitation of offers to buy, shares of common stock only in jurisdictions
where offers and sales are permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or any sale of common stock.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents heretofore filed by us with the Commission
pursuant to the Exchange Act, are hereby incorporated by reference in this
Registration Statement, except as superseded or modified herein:

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 2002, filed pursuant to the Securities
               Exchange Act of 1934 (the "Exchange Act");

          (b)  The Company's Annual Report on Form 10-K/A for the fiscal year
               ended December 31, 2002, filed pursuant to the Exchange Act;

          (c)  The Company's Quarterly Report on Form 10-Q for the quarterly
               period ended March 31, 2003, filed pursuant to the Exchange Act;

          (d)  The Company's Quarterly Report on Form 10-Q for the quarterly
               period ended June 30, 2003, filed pursuant to the Exchange Act;


                                       5
<PAGE>

          (e)  The Company's Quarterly Report on Form 10-Q for the quarterly
               period September 30, 2003, filed pursuant to the Exchange Act;

          (f)  The Company's Current Report on Form 8-K, Date of Event - May 5,
               2003, filed on May 5, 2003 pursuant to the Exchange Act;

          (g)  The Company's Current Report on Form 8-K, Date of Event - July
               23, 2003, filed on July 24, 2003 pursuant to the Exchange Act;

          (h)  The Company's Current Report on Form 8-K, Date of Event - July
               26, 2003, filed on August 8, 2003 pursuant to the Exchange Act;

          (i)  The Company's Current Report on Form 8-K, Date of Event - August
               12, 2003, filed on August 13, 2003 pursuant to the Exchange Act;

          (j)  The Company's Current Report on Form 8-K, Date of Event -
               November 4, 2003, filed on November 5, 2003 pursuant to the
               Exchange Act;

          (k)  The Company's Current Report on Form 8-K, Date of Event -
               November 26, 2003, filed on December 11, 2003 pursuant to the
               Exchange Act;

          (l)  The Company's Current Report on Form 8-K, Date of Event -
               December 9, 2003, filed on December 23, 2003 pursuant to the
               Exchange Act;

          (m)  The Company's Current Report on Form 8-K/A, Date of Event -
               December 9, 2003, filed on January 22, 2004 pursuant to the
               Exchange Act

          (n)  Definitive Proxy Statement dated April 30, 2003, relating to the
               annual meeting of stockholders held on June 24, 2003; and

          (o)  The description of the Company's Common Stock contained in the
               Company's Registration Statement on Form 8-A (Reg. No. 1-11667),
               filed with the Commission as of April 29, 1999 by the Company to
               register such securities under the Exchange Act, including all
               amendments and reports filed for the purpose of updating that
               description.

          All of such documents are on file with the Commission. In addition,
all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, are incorporated by reference in this Registration Statement
and are a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document that is also incorporated by reference herein
modifies or replaces such statement. Any statements so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

          We hereby undertake to provide without charge to each person,
including any beneficial owner of the Common Stock, to whom this Prospectus is
delivered, on written or oral request of any such person, a copy of any or all
of the foregoing documents incorporated herein by reference (other than exhibits
to such documents). Written or oral requests for such copies should be directed
to our corporate secretary, c/o Armor Holdings, Inc., 1400 Marsh Landing
Parkway, Suite 112, Jacksonville, Florida 32250.


                                       6
<PAGE>

                                   THE COMPANY

COMPANY OVERVIEW

         We are a leading manufacturer and provider of specialized security
products, training and support services related to these products, and vehicle
armor systems. Our products and systems are used domestically and
internationally by military, law enforcement, security and corrections
personnel, as well as governmental agencies, multinational corporations and
individuals. We are organized and operated under three business segments: Armor
Holdings Products, also referred to as our Products Division; Armor Mobile
Security, also referred to as our Mobile Security Division, and the Aerospace
and Defense Group.

         Armor Holdings Products. Our Products Division manufactures and sells a
broad range of high quality security products, equipment and related consumable
items, such as concealable and tactical body armor, hard armor, duty gear,
less-lethal munitions, anti-riot products, police batons, emergency lighting
products, forensic products, firearms accessories and weapon maintenance
products. Our products are marketed under brand names that are well established
in the military and law enforcement communities such as AMERICAN BODY ARMOR(TM),
B-SQUARE(R), BREAK FREE(R), CLP(R), DEFENSE TECHNOLOGY/FEDERAL LABORATORIES(R),
DEF-TEC PRODUCTS(R), DISTRACTION DEVICE(R), FEDERAL LABORATORIES(R), FERRET(R),
FIRST DEFENSE(R), IDENTICATOR(R), IDENTIDRUG(R), IMPAK(TM), LIGHTNING POWDER(R),
MONADNOCK(R), NIK(R), O'GARA-HESS & EISENHARDT ARMORING COMPANY(R), PROTECH(TM),
QUIKSTEP LADDERS(TM), SAFARILAND DESIGN(R), SPEEDFEED(R), and 911EP and
DESIGN(TM). We sell our products through a network of over 350 distributors and
sales agents, including approximately 200 in the United States. Our extensive
distribution capabilities and commitment to customer service and training have
enabled us to become a leading provider of security equipment to law enforcement
agencies.

         Armor Mobile Security. Our Mobile Security Division manufactures and
installs ballistic and blast protected armoring systems for privately owned
vehicles. We armor a variety of privately owned commercial vehicles, including
limousines, sedans, sport utility vehicles, commercial trucks and
cash-in-transit vehicles, to protect against varying degrees of ballistic and
blast threats. Our customers in this business include international corporations
and high net worth individuals.

         Aerospace and Defense Group. We recently formed our Aerospace and
Defense Group after our acquisition of Simula, Inc. ("Simula"). The Aerospace
and Defense Group was formed by combining Simula's operations with our military
and government business that was previously conducted through our Mobile
Security Division. Under the brand name O'Gara-Hess & Eisenhardt, we are the
sole-source provider to the U.S. military of the armor and blast protection
systems for HMMWVs. We are also under contract with the U.S. Army to provide
spare parts, logistics and ongoing field support services for the currently
installed base of approximately 3,900 Up-Armored HMMWVs. Additionally, the
Mobile Security Division has been subcontracted to develop a ballistic and blast
protected armored and sealed truck cab for the HIMARS, a program recently
transitioned by the U.S. Army and U.S. Marine Corps from developmental to a low
rate of initial production, with deliveries scheduled to begin in late 2003. We
also supply armor sub-systems for other tactical wheeled vehicles. In addition,
we supply ballistic and blast protected armoring systems to U.S. federal law
enforcement and intelligence agencies and foreign heads of state. The Aerospace
and Defense Group also supplies human safety and survival systems to the U.S.
military, major aerospace and defense prime contractors. Our core markets are
military aviation safety, military personnel safety, and land and marine safety.
Through our Aerospace and Defense Group, we provide military helicopter seating
systems, aircraft and land vehicle armor systems, protective equipment for
military personnel and technologies used to protect humans in a variety of
life-threatening or catastrophic situations.

MATERIAL DEVELOPMENTS


                                       7
<PAGE>

         On April 17, 2003, we announced that we completed the sale of our
ArmorGroup Integrated Systems business through the sale of 100% of the stock of
ArmorGroup Integrated Systems, Inc. and Low Voltage Systems Technologies, Inc.
to Aerwav Integration Services, Inc. Aerwav Integration Services, Inc. is a
wholly owned subsidiary of Aerwav Holdings, LLC. As consideration for the
integrated systems business, we received a $4.1 million secured note due in two
years and a warrant for approximately 2.5% of Aerwav Integration Services, Inc.

         On November 26, 2003, we sold our ArmorGroup Services Division to
management and a group of private investors led by Granville Baird Capital
Partners. We realized approximately $31.4 million in cash at the closing of the
sale, and expect to receive an additional $2.3 million in cash during the 12
month period following the closing.

         On December 9, 2003, we completed our acquisition of Simula, Inc., an
Arizona corporation, pursuant to the Agreement and Plan of Merger, dated as of
August 29, 2003, by and among Armor Holdings, AHI Bulletproof Acquisition Corp.,
a wholly-owned subsidiary of Armor Holdings, and Simula. The consummation of the
merger followed the Special Meeting of Shareholders of Simula held on December
5, 2003, at which the requisite shareholder approval was obtained. In the
merger, we acquired all of the outstanding common stock of Simula and retired a
majority of Simula's outstanding indebtedness for $110.5 million in cash. Of
this amount, approximately $31 million principal amount of 8% debentures will
remain outstanding for approximately 30 days at which time we will repay these
debentures, plus accrued interest, in their entirety. After payment of 100% of
the outstanding indebtedness and transaction expenses, the merger consideration
payable to Simula shareholders at closing pursuant to the merger agreement was
approximately $43.5 million or approximately $3.21 per share. The source of the
funds used in the acquisition was our working capital, which was derived from
proceeds received from our private placement of $150 million aggregate principal
amount of 8 1/4% Senior Subordinated Notes due 2013. Comprehensive information
on the merger is set out in Simula's proxy statement dated November 10, 2003,
filed with the Securities and Exchange Commission.

         On December 16, 2003, we acquired all of the issued and outstanding
common stock of Hatch Imports, Inc. for $7.5 million dollars in cash. Hatch
designs, imports and distributes a variety of specialty gloves and accessories,
including goggles, hoods, riot gear and bags for law enforcement, military,
corrections, medical, safety and other markets.

          In connection with our acquisition of Simula, we formed our Aerospace
and Defense Group to consolidate our military and government business. The
Aerospace and Defense Group is comprised of the recently acquired Simula
business and our military and government business that was previously conducted
through our Mobile Security Division. For more information regarding the
Aerospace and Defense Group, please see the section entitled "The Company"
included in this prospectus.

          Second Chance Body Armor, Inc., a body armor manufacturer and
competitor to Armor Holdings, has notified its customers of a potential safety
issue with their Ultima(R) and Ultimax(R) models. Second Chance Body Armor has
claimed that Zylon(R) fiber, which is made by Toyobo, a Japanese corporation,
and used in the ballistic fabric construction of those two models, degraded more
rapidly than originally anticipated. Second Chance Body Armor has also stated
that the Zylon(R) degradation problem affects the entire body armor industry,
not just their products. Both private claimants and State Attorneys General have
already commenced legal action against Second Chance Body Armor based upon its
Ultima(R) and Ultimax(R) model vests. Second Chance Body Armor licenses from
Simula a certain patented technology which is used in the body armor it
manufactures, but to our knowledge, no lawsuit has yet been brought against
Second Chance Body Armor based upon this licensed technology.

          We use Zylon(R) fiber in a number of concealable body armor models for
law enforcement, but our design approach and construction are very different. We
have been testing our Zylon(R)-based vests


                                       8
<PAGE>

since their 2000 introduction and to date these tests of our Zylon(R)-based
vests show no unanticipated degradation in ballistic performance. In addition,
to our knowledge, no other body armor manufacturer has reported or experienced
similar problems as those cited by Second Chance Body Armor. Finally, the
National Institute of Justice tests and certifies each of our body armor designs
before we begin to produce or sell any particular model.

          Following the Second Chance Body Armor assertions, several key law
enforcement associations have raised the issue to the U.S. Department of Justice
and Attorney General's Office. The U.S. Attorney General has asked the U.S.
Department of Justice to investigate the concerns and produce information to
clarify the issues. We support the Attorney General's directive and the
investigation.

          As Simula has licensed its technology to Second Chance Body Armor, it
may be impacted by the pending claims against Second Chance Body Armor and the
investigation being conducted by the U.S. Department of Justice.

                                      * * *

          Our principal executive offices are located at 1400 Marsh Landing
Parkway, Suite 112, Jacksonville, Florida 32250.


                                       9
<PAGE>

                                  RISK FACTORS

          Prospective purchasers of the Common Stock should consider carefully
the following risk factors relating to the business of the Company, together
with the information and financial data set forth elsewhere in this Prospectus
or incorporated herein by reference, prior to making an investment decision.
This Prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. Such
statements are indicated by words or phrases such as "anticipate," "estimate,"
"project," "management believes," "we believe" and similar words or phrases.
Such statements are based on current expectations and are subject to risks,
uncertainties and assumptions. Certain of these risks are described below.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated or projected.

                          RISKS RELATED TO OUR INDUSTRY

THE PRODUCTS WE SELL ARE INHERENTLY RISKY AND COULD GIVE RISE TO PRODUCT
LIABILITY CLAIMS.

         The products we manufacture are used in applications where the failure
to use such products for their intended purposes, the failure to use them
properly, or their malfunction, could result in serious bodily injury or death.
Our products include: body armor designed to protect against ballistic and sharp
instrument penetration; less-lethal products such as less-lethal munitions,
pepper sprays, distraction devices and flameless expulsion grenades; various
models of police batons made of wood, alloy steel, acetate, aluminum and
polycarbonate products; vehicle and hard armoring systems; and police duty gear.

         Claims have been made and are pending against certain of our
subsidiaries, involving permanent physical injury and death caused by
self-defense sprays and other munitions intended to be less-lethal. In addition,
the manufacture and sale of certain less-lethal products may be the subject of
product liability claims arising from the design, manufacture or sale of such
goods. If these claims are decided against us and we are found to be liable, we
may be required to pay substantial damages and our insurance costs may increase
significantly as a result. Also, a significant or extended lawsuit, such as a
class action, could also divert significant amounts of management's time and
attention. We cannot assure you that our insurance coverage would be sufficient
to cover the payment of any potential claim. In addition, we cannot assure you
that this or any other insurance coverage will continue to be available or, if
available, that we will be able to obtain it at a reasonable cost. Our cost of
obtaining insurance coverage has risen substantially since September 11, 2001.
Any material uninsured loss could have a material adverse effect on our
business, financial condition and results of operations. In addition, the
inability to obtain product liability coverage would prohibit us from bidding
for orders from certain governmental customers since, at present, many bids from
governmental entities require such coverage, and any such inability would have a
material adverse effect on our business, financial condition and results of
operations.




                                       10
<PAGE>

         Both private claimants and State Attorneys General have already
commenced legal action against Second Chance Body Armor based upon its Ultima(R)
and Ultimax(R) model vests. Second Chance Body Armor licenses from Simula a
certain patented technology which is used in the body armor it manufactures, but
to our knowledge, no lawsuit has yet been brought against Second Chance Body
Armor based upon this licensed technology. In addition, the U.S. Attorney
General has asked the U.S. Department of Justice to investigate the claims
regarding the Zylon(R) vests. As Simula has licensed its technology to Second
Chance Body Armor, it may be impacted by the pending claims against Second
Chance Body Armor and the investigation being conducted by the U.S. Department
of Justice. If Simula is included in the claims pending against Second Chance
Body Armor and the investigation being conducted by the U.S. Department of
Justice, we cannot assure you that any judgment, settlement or resolution
against Simula will not have a material adverse effect on Simula's business,
financial condition and results of operations.

WE ARE SUBJECT TO EXTENSIVE GOVERNMENT REGULATION AND OUR FAILURE OR INABILITY
TO COMPLY WITH THESE REGULATIONS COULD MATERIALLY RESTRICT OUR OPERATIONS AND
SUBJECT US TO SUBSTANTIAL PENALTIES.

         We are subject to federal licensing requirements with respect to the
sale in foreign countries of certain of our products. In addition, we are
obligated to comply with a variety of federal, state and local regulations
governing certain aspects of our operations and workplace, including regulations
promulgated by, among others, the U.S. Departments of Commerce, State and
Transportation, the U.S. Environmental Protection Agency and the U.S. Bureau of
Alcohol, Tobacco and Firearms. Additionally, the failure to obtain applicable
governmental approval and clearances could adversely affect our ability to
continue to service the government contracts we maintain. Furthermore, we have
material contracts with governmental entities and are subject to rules,
regulations and approvals applicable to government contractors. We are also
subject to routine audits to assure our compliance with these requirements. Our
failure to comply with these contract terms, rules or regulations could expose
us to substantial penalties, including the loss of these contracts and
disqualification as a U.S. government contractor.

         Like other companies operating internationally, we are subject to the
Foreign Corrupt Practices Act and other laws which prohibit improper payments to
foreign governments and their officials by U.S. and other business entities. We
operate in countries known to experience endemic corruption. Our extensive
operations in such countries creates the risk of an unauthorized payment by an
employee or agent of ours which would be in violation of various laws including
the Foreign Corrupt Practices Act. Violations of the Foreign Corrupt Practices
Act may result in severe criminal penalties which could have a material adverse
effect on our business, financial condition and results of operations.

WE HAVE SIGNIFICANT INTERNATIONAL OPERATIONS AND ASSETS AND ARE THEREFORE
SUBJECT TO ADDITIONAL FINANCIAL AND REGULATORY RISKS.

         We sell our products and services in foreign countries and seek to
increase our level of international business activity. Our overseas operations
are subject to various risks, including: U.S.-imposed embargoes of sales to
specific countries (which could prohibit sales of our products there); foreign
import controls (which may be arbitrarily imposed and enforced and which could
interrupt our supplies or prohibit customers from purchasing our products);
exchange rate fluctuations; dividend remittance restrictions; expropriation of
assets; war, civil uprisings and riots; government instability; the necessity of
obtaining government approvals for both new and continuing operations; and legal
systems of decrees, laws, taxes, regulations, interpretations and court
decisions that are not always fully developed and that may be retroactively or
arbitrarily applied.

         One component of our strategy is to expand our operations into selected
international markets. Military procurement, for example, has traditionally had
a large international base. Countries in which we are actively marketing include
Germany, Canada, France, Italy, the United Kingdom, Norway, Japan,


                                       11
<PAGE>

India, Korea and Australia. We, however, may be unable to execute our business
model in these markets or new markets. Further, foreign providers of competing
products and services may have a substantial advantage over us in attracting
consumers and businesses in their country due to earlier established businesses
in that country, greater knowledge with respect to the cultural differences of
consumers and businesses residing in that country and/or their focus on a single
market. We expect to continue to experience higher costs as a percentage of
revenues in connection with the development and maintenance of international
products and services. In pursuing our international expansion strategy, we face
several additional risks, including:

          o    foreign laws and regulations, which may vary country by country,
               that may impact how we conduct our business;

          o    higher costs of doing business in foreign countries, including
               different employment laws;

          o    potential adverse tax consequences if taxing authorities in
               different jurisdictions worldwide disagree with their
               interpretation of various tax laws or their determinations as to
               the income and expenses attributable to specific jurisdictions,
               which could result in our paying additional taxes, interest and
               penalties;

          o    technological differences that vary by marketplace, which we may
               not be able to support;

          o    longer payment cycles and foreign currency fluctuations;

          o    economic downturns; and

          o    revenue growth outside of the United States may not continue at
               the same rate if it is determined that we have already launched
               our products and services in the most significant markets.

         We may also be subject to unanticipated income taxes, excise duties,
import taxes, export taxes or other governmental assessments. In addition, a
percentage of the payments to us in our international markets are often in local
currencies. Although most of these currencies are presently convertible into
U.S. dollars, we cannot be sure that convertibility will continue. Even if
currencies are convertible, the rate at which they convert is subject to
substantial fluctuation. Our ability to transfer currencies into or out of local
currencies may be restricted or limited. Any of these events could result in a
loss of business or other unexpected costs which could reduce revenue or profits
and have a material adverse effect on our business, financial condition and
results of operations.

         We routinely operate in areas where local government policies regarding
foreign entities and the local tax and legal regimes are often uncertain, poorly
administered and in a state of flux. We cannot, therefore, be certain that we
are in compliance with, or will be protected by, all relevant local laws and
taxes at any given point in time. A subsequent determination that we failed to
comply with relevant local laws and taxes could have a material adverse effect
on our business, financial condition and results of operations.

         One or more of these factors could adversely effect our future
international operations and, consequently, could have a material adverse effect
on our business, financial condition and results of operation.

                          RISKS RELATED TO OUR BUSINESS

THERE ARE LIMITED SOURCES FOR SOME OF OUR RAW MATERIALS WHICH MAY SIGNIFICANTLY
CURTAIL OUR MANUFACTURING OPERATIONS.


                                       12
<PAGE>

         The raw materials that we use in manufacturing ballistic resistant
garments and Up-Armored vehicles include: SpectraShield, a patented product of
Honeywell, Inc.; Z-Shield, a patented product of Honeywell, Inc.; Zylon, a
patented product of Toyobo Co., Ltd.; Kevlar, a patented product of E.I. du Pont
de Nemours Co., Inc. ("Du Pont"); and Twaron, a patented product of Akzo-Nobel
Fibers, B.V. We purchase these materials in the form of woven cloth from five
independent weaving companies. In the event Du Pont or its licensee in Europe
cease, for any reason, to produce and sell Kevlar, we would utilize these other
ballistic resistant materials as a substitute. However, none of Spectrashield,
Twaron, Z-Shield or Zylon is expected to become a complete substitute for Kevlar
in the near future. We enjoy a good relationship with our suppliers of Kevlar,
SpectraShield, Twaron, Z-Shield and Zylon. The use of Zylon and Z-Shield in the
design of ballistic resistant vests is a recent technological advancement that
is subject to continuing development and study. Toyobo is the only producer of
Zylon, and Honeywell is the only producer of Z-Shield. Should these materials
become unavailable for any reason, we would be unable to replace them with
materials of like weight and strength. Thus, if our supply of any of these
materials were cut off or if there were a material increase in the prices of
these materials, our manufacturing operations could be severely curtailed and
our business, financial condition and results of operations would be materially
adversely affected.

THE LOSS OF, OR A SIGNIFICANT REDUCTION IN, U.S. MILITARY BUSINESS WOULD HAVE A
MATERIAL ADVERSE EFFECT ON US.

         U.S. military contracts account for a significant portion of the
business of our Aerospace and Defense Group. The U.S. military funds these
contracts in annual increments. These contracts require subsequent authorization
and appropriation that may not occur or that may be greater than or less than
the total amount of the contract. Changes in the U.S. military's budget,
spending allocations, and the timing of such spending could adversely affect our
ability to receive future contracts. None of our contracts with the U.S.
military have a minimum purchase commitment and the U.S. military generally has
the right to cancel its contracts unilaterally without prior notice. Our
Aerospace and Defense Group is the sole-source provider to the U.S. military for
up-armoring of the U.S. military's High Mobility Multi-purpose Wheeled Vehicles
("HMMWV"). Up-Armored HMMWVs, and related programs such as maintenance, spare
parts and engineering services associated with Up-Armored HMMWVs, accounted for
approximately 46.99% of the sales of the Aerospace and Defense Group in 2003 on
a pro forma basis after giving effect to our acquisition of Simula. The HMMWVs
are manufactured by AM General Corporation under separate U.S. military
contracts. Should production or deliveries of HMMWVs be significantly
interrupted, or should other single source suppliers significantly interrupt
deliveries of our components for up-armoring the HMMWVs, we will not be able to
deliver such up-armoring systems for the HMMWVs to the U.S. military on
schedule, which could have a material adverse effect on our business, financial
condition and results of operations.

WE MAY LOSE MONEY OR GENERATE LESS THAN EXPECTED PROFITS ON OUR FIXED-PRICE
CONTRACTS.

         Some of our government contracts provide for a predetermined, fixed
price for the products we make regardless of the costs we incur. Therefore,
fixed-price contracts require us to price our contracts by forecasting our
expenditures. When making proposals for fixed-price contracts, we rely on our
estimates of costs and timing for completing these projects. These estimates
reflect management's judgments regarding our capability to complete projects
efficiently and timely. Our production costs may, however, exceed forecasts due
to unanticipated delays or increased cost of materials, components, labor,
capital equipment or other factors. Therefore, we may incur losses on fixed
price contracts that we had expected to be profitable, or such contracts may be
less profitable than expected, which could have a material adverse effect on our
business, financial condition and results of operations.


                                       13
<PAGE>

OUR BUSINESS IS SUBJECT TO VARIOUS LAWS AND REGULATIONS FAVORING THE U.S.
GOVERNMENT'S CONTRACTUAL POSITION, AND OUR FAILURE TO COMPLY WITH SUCH LAWS AND
REGULATIONS COULD HARM OUR OPERATING RESULTS AND PROSPECTS.

         As a contractor to the U.S. government, we must comply with laws and
regulations relating to the formation, administration and performance of the
federal government contracts that affect how we do business with our clients and
may impose added costs on our business. These rules generally favor the U.S.
government's contractual position. For example, these regulations and laws
include provisions that subject contracts we have been awarded to:

          o    protest or challenge by unsuccessful bidders; and

          o    unilateral termination, reduction or modification by the
               government.

         The accuracy and appropriateness of certain costs and expenses used to
substantiate our direct and indirect costs for the U.S. government under both
cost-plus and fixed-price contracts are subject to extensive regulation and
audit by the Defense Contract Audit Agency, an arm of the U.S. Department of
Defense. Responding to governmental audits, inquiries or investigations may
involve significant expense and divert management's attention. Our failure to
comply with these or other laws and regulations could result in contract
termination, suspension or debarment from contracting with the federal
government, civil fines and damages and criminal prosecution and penalties, any
of which could have a material adverse effect on our business, financial
condition and results of operations.

OUR MARKETS ARE HIGHLY COMPETITIVE AND IF WE ARE UNABLE TO COMPETE EFFECTIVELY,
WE WILL BE ADVERSELY AFFECTED.

         The markets in which we operate include a large number of competitors
ranging from small businesses to multinational corporations and are highly
competitive. Competitors who are larger, better financed and better known than
us may compete more effectively than we can. In order to stay competitive in our
industry, we must keep pace with changing technologies and client preferences.
If we are unable to differentiate our services from those of our competitors,
our revenues may decline. In addition, our competitors have established
relationships among themselves or with third parties to increase their ability
to address client needs. As a result, new competitors or alliances among
competitors may emerge and compete more effectively than we can. There is also a
significant industry trend towards consolidation, which may result in the
emergence of companies which are better able to compete against us.

OUR RESOURCES MAY BE INSUFFICIENT TO MANAGE THE DEMANDS IMPOSED BY OUR GROWTH.

         We have rapidly expanded our operations, and this growth has placed
significant demands on our management, administrative, operating and financial
resources. The continued growth of our customer base, the types of services and
products offered and the geographic markets served can be expected to continue
to place a significant strain on our resources. In addition, we cannot easily
identify and hire personnel qualified both in the provision and marketing of our
security services and products. Our future performance and profitability will
depend in large part on: our ability to attract and retain additional management
and other key personnel; our ability to implement successful enhancements to our
management, accounting and information technology systems; and our ability to
adapt those systems, as necessary, to respond to growth in our business.

MANY OF OUR CUSTOMERS HAVE FLUCTUATING BUDGETS WHICH MAY CAUSE SUBSTANTIAL
FLUCTUATIONS IN OUR RESULTS OF OPERATIONS.


                                       14
<PAGE>

         Customers for our products include federal, state, municipal, foreign
and military, law enforcement and other governmental agencies. Government tax
revenues and budgetary constraints, which fluctuate from time to time, can
affect budgetary allocations for these customers. Many domestic and foreign
government agencies have in the past experienced budget deficits that have led
to decreased spending in defense, law enforcement and other military and
security areas. Our results of operations may be subject to substantial
period-to-period fluctuations because of these and other factors affecting
military, law enforcement and other governmental spending. For example, we
attribute part of the decline in our Products Division revenue during the first
quarter of 2001 with the timing of the Bulletproof Vest Partnership Act, which
provides federal matching funds to law enforcement agencies purchasing bullet
resistant vests. We believe that many agencies delayed their purchasing
decisions during the first quarter of 2001 until such federal funds were fully
allocated. A reduction of funding for federal, state, municipal, foreign and
other governmental agencies could have a material adverse effect on sales of our
products and our business, financial condition and results of operations.

WE MAY BE UNABLE TO PROTECT OUR PROPRIETARY TECHNOLOGY, INCLUDING THE
TECHNOLOGIES WE USE TO FURNISH THE UP-ARMORING OF HMMWVS.

         We are dependent upon a variety of methods and techniques that we
regard as proprietary trade secrets. We are also dependent upon a variety of
trademarks, service marks and designs to promote brand name development and
recognition. We rely on a combination of trade secret, copyright, patent,
trademark, unfair competition and other intellectual property laws as well as
contractual agreements to protect our rights to such intellectual property. Due
to the difficulty of monitoring unauthorized use of and access to intellectual
property, however, such measures may not provide adequate protection. It is
possible that our competitors may access our intellectual property and
proprietary information and use it to their advantage. In addition, there can be
no assurance that courts will always uphold our intellectual property rights, or
enforce the contractual arrangements that we have entered into to protect our
proprietary technology. Any unenforceability or misappropriation of our
intellectual property could have a material adverse effect on our business,
financial condition and results of operations. Furthermore, we cannot assure you
that any pending patent application or trademark application made by us will
result in an issued patent or registered trademark, or that, if a patent is
issued, it will provide meaningful protection against competitors or competitor
technologies. In addition, if we bring or become subject to litigation to defend
against claimed infringement of our rights or of the rights of others or to
determine the scope and validity of our intellectual property rights, such
litigation could result in substantial costs and diversion of our resources
which could have a material adverse effect on our business, financial condition
and results of operations. Unfavorable results in such litigation could also
result in the loss or compromise of our proprietary rights, subject us to
significant liabilities, require us to seek licenses from third parties on
unfavorable terms, or prevent us from manufacturing or selling our products, any
of which could have a material adverse effect on our business, financial
condition and results of operations.

TECHNOLOGICAL ADVANCES, THE INTRODUCTION OF NEW PRODUCTS, AND NEW DESIGN AND
MANUFACTURING TECHNIQUES COULD ADVERSELY AFFECT OUR OPERATIONS UNLESS WE ARE
ABLE TO ADAPT TO THE RESULTING CHANGE IN CONDITIONS.

         Our future success and competitive position depend to a significant
extent upon our proprietary technology. We must make significant investments to
continue to develop and refine our technologies. We will be required to expend
substantial funds for and commit significant resources to the conduct of
continuing research and development activities, the engagement of additional
engineering and other technical personnel, the purchase of advanced design,
production and test equipment, and the enhancement of design and manufacturing
processes and techniques. Our future operating results will depend to a
significant extent on our ability to continue to provide design and
manufacturing services for new products that compare favorably on the basis of
time to introduction, cost and performance with the design and manufacturing
capabilities. The success of new design and manufacturing services depends


                                       15
<PAGE>

on various factors, including utilization of advances in technology, innovative
development of new solutions for customer products, efficient and cost-effective
services, timely completion and delivery of new product solutions and market
acceptance of customers' end products. Because of the complexity of our
products, we may experience delays from time to time in completing the design
and manufacture of new product solutions. In addition, there can be no assurance
that any new product solutions will receive or maintain customer or market
acceptance. If we were unable to design and manufacture solutions for new
products of our customers on a timely and cost-effective basis, such inability
could have a material adverse effect on our business, financial condition and
results of operations.

ARMOR HOLDINGS IS DEPENDENT ON INDUSTRY RELATIONSHIPS.

         A number of our products are components in our customers' final
products. Accordingly, to gain market acceptance, we must demonstrate that our
products will provide advantages to the manufacturers of final products,
including increasing the safety of their products, providing such manufacturers
with competitive advantages or assisting such manufacturers in complying with
existing or new government regulations affecting their products. There can be no
assurance that our products will be able to achieve any of these advantages for
the products of our customers. Furthermore, even if we are able to demonstrate
such advantages, there can be no assurance that such manufacturers will elect to
incorporate our products into their final products, or if they do, that our
products will be able to meet such customers' manufacturing requirements.
Additionally, there can be no assurance that our relationships with our
manufacturer customers will ultimately lead to volume orders for our products.
The failure of manufacturers to incorporate our products into their final
products could have a material adverse effect on our business, financial
condition and results of operations.

WE MAY BE UNABLE TO COMPLETE OR INTEGRATE ACQUISITIONS EFFECTIVELY, IF AT ALL,
AND AS A RESULT MAY INCUR UNANTICIPATED COSTS OR LIABILITIES OR OPERATIONAL
DIFFICULTIES.

         We intend to grow through the acquisition of businesses and assets that
will complement our current businesses. We cannot be certain that we will be
able to identify attractive acquisition targets, obtain financing for
acquisitions on satisfactory terms or successfully acquire identified targets.
Furthermore, we may have to divert our management's attention and our financial
and other resources from other areas of our business. Our inability to implement
our acquisition strategy successfully may hinder the expansion of our business.
Because we depend in part on acquiring new businesses and assets to develop and
offer new products, failure to implement our acquisition strategy may also
adversely affect our ability to offer new products in line with industry trends.

         We may not be successful in integrating acquired businesses into our
existing operations. Integration may result in unanticipated liabilities or
unforeseen operational difficulties, which may be material, or require a
disproportionate amount of management's attention. Acquisitions may result in us
incurring additional indebtedness or issuing preferred stock or additional
common stock. Competition for acquisition opportunities in the industry may
rise, thereby increasing our cost of making acquisitions or causing us to
refrain from making further acquisitions. In addition, the terms and conditions
of our secured revolving credit facility and the indenture governing our 8 1/4%
Senior Subordinated Notes impose restrictions on us that, among other things,
restrict our ability to make acquisitions.

WE MAY BE ADVERSELY AFFECTED BY APPLICABLE ENVIRONMENTAL LAWS.

         We are subject to federal, state, local and foreign laws and
regulations governing the protection of the environment and human health,
including those regulating discharges to the air and water, the management of
wastes, and the control of noise and odors. We cannot assure you that we are at
all times in complete compliance with all such requirements. Like all companies
in our industry, we are subject to potentially significant fines or penalties if
we fail to comply with environmental requirements.


                                       16
<PAGE>

Environmental requirements are complex, change frequently, and could become more
stringent in the future. Accordingly, we cannot assure you that these
requirements will not change in a manner that will require material capital or
operating expenditures or will otherwise have a material adverse effect on us in
the future. In addition, we are also subject to environmental laws requiring the
investigation and clean-up of environmental contamination. We may be subject to
liability, including liability for clean-up costs, if contamination is
discovered at one of our current or former facilities, in some circumstances
even if such contamination was caused by a third party such as a prior owner. We
also may be subject to liability if contamination is discovered at a landfill or
other location where we have disposed of wastes, notwithstanding that its
historic disposal practices may have been in accordance with all applicable
requirements. We use Orthochlorabenzalmalononitrile and Chloroacetophenone
chemical agents in connection with our production of tear gas, and these
chemicals are hazardous and could cause environmental damage if not handled and
disposed of properly. Moreover, private parties may bring claims against us
based on alleged adverse health impacts or property damage caused by our
operations. The amount of liability for cleaning up contamination or defending
against private party claims could be material.

                        RISKS RELATED TO OUR COMMON STOCK

DELAWARE LAW MAY LIMIT POSSIBLE TAKEOVERS.

         Our certificate of incorporation makes us subject to the anti-takeover
provisions of Section 203 of the Delaware General Corporation Law. In general,
Section 203 prohibits publicly-held Delaware corporations to which it applies
from engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless the business combination is approved in
a prescribed manner. This provision could discourage others from bidding for our
shares and could, as a result, reduce the likelihood of an increase in our stock
price that would otherwise occur if a bidder sought to buy our stock.

OUR CERTIFICATE OF INCORPORATION AUTHORIZES THE ISSUANCE OF SHARES OF BLANK
CHECK PREFERRED STOCK.

         Our certificate of incorporation provides that our board of directors
will be authorized to issue from time to time, without further stockholder
approval, up to 5,000,000 shares of preferred stock in one or more series and to
fix or alter the designations, preferences, rights and any qualifications,
limitations or restrictions of the shares of each series, including the dividend
rights, dividend rates, conversion rights, voting rights, terms of redemption,
including sinking fund provisions, redemption price or prices, liquidation
preferences and the number of shares constituting any series or designations of
any series. Such shares of preferred stock could have preferences over our
common stock with respect to dividends and liquidation rights. We may issue
additional preferred stock in ways which may delay, defer or prevent a change in
control of us without further action by our stockholders. Such shares of
preferred stock may be issued with voting rights that may adversely affect the
voting power of the holders of our common stock by increasing the number of
outstanding shares having voting rights, and by the creation of class or series
voting rights.

THE MARKET PRICE FOR OUR COMMON STOCK IS VOLATILE.

         The market price for our common stock may be highly volatile. We
believe that a variety of factors, including announcements by us or our
competitors, quarterly variations in financial results, trading volume, general
market trends and other factors, could cause the market price of our common
stock to fluctuate substantially. Additionally, due to our relatively modest
size, our winning or losing a large contract may have the effect of distorting
our overall financial results.


                                       17
<PAGE>

WE MAY ISSUE A SUBSTANTIAL AMOUNT OF OUR COMMON STOCK IN CONNECTION WITH FUTURE
ACQUISITIONS AND THE SALE OF THOSE SHARES COULD ADVERSELY AFFECT OUR STOCK
PRICE.

         As part of our acquisition strategy, we anticipate issuing additional
shares of common stock as consideration for such acquisitions. To the extent
that we are able to grow through acquisitions and issue our shares of common
stock as consideration, the number of outstanding shares of common stock that
will be eligible for sale in the future is likely to increase substantially.
Persons receiving shares of our common stock in connection with these
acquisitions may be more likely to sell large quantities of their common stock
that may influence the price of our common stock. In addition, the potential
issuance of additional shares in connection with anticipated acquisitions could
lessen demand for our common stock and result in a lower price than would
otherwise be obtained.

OUR STOCK PRICE MAY BE ADVERSELY AFFECTED WHEN ADDITIONAL SHARES ARE SOLD.

         If our stockholders sell substantial amounts of our common stock in the
public market, the market price of our common stock could fall. These sales
might make it more difficult for us to sell equity or equity-related securities
in the future at a time and price that we deem appropriate and may require us to
issue greater amounts of our common stock to finance such acquisition.
Additional shares sold to finance acquisitions may dilute our earnings per share
if the new operations' earnings are disappointing.

WE CURRENTLY DO NOT INTEND TO PAY DIVIDENDS.

         We have never declared or paid cash dividends on our common stock and
currently do not intend to pay any cash dividends on our common stock. We
currently intend to retain any earnings for working capital, repayment of
indebtedness, capital expenditures and general corporate purposes. Our new
senior credit facility and indenture regarding our 8 1/4% senior subordinated
notes contain restrictions on its ability to pay dividends or make other
distributions.

ARMOR HAS A HIGH LEVEL OF DEBT.

         As of September 30, 2003, Armor's outstanding debt was approximately
$168.1 million, of which $147.5 million represents Armor's 8 1/4% Notes. Armor
is obligated to repay aggregate principal in the amount of $150 million on the 8
1/4% Notes upon maturity or acceleration thereof. Effective as of September 2,
2003, Armor completed a series of interest rate swaps on its 8 1/4% Notes. The
interest rate swaps convert the 8 1/4% fixed coupon on the notes to a variable
rate equal to six-month LIBOR, set in arrears, plus a spread ranging from 2.735%
to 2.75%.

         Armor's high level of debt could have important consequences to you and
to us. For example:

         No payment of any kind may be made to Armor's common stockholders
without first meeting its obligations under the 8 1/4% Notes;

         Armor may become more vulnerable to general adverse economic and
industry conditions and adverse changes in governmental regulations;

         Armor may have to dedicate a substantial portion of its cash flow from
operations to make payments on the 8 1/4% Notes, reducing the availability of
cash flow to fund future capital expenditures, working capital, execution of
Armor's growth strategy, research and development costs and other general
corporate requirements;

         Armor may have limited flexibility in planning for, or reacting to,
changes in its business and its industry, which may place Armor at a competitive
disadvantage compared with competitors that have less debt or more financial
resources; and


                                       18
<PAGE>

         Armor may have limited ability to borrow additional funds, even when
necessary to maintain adequate liquidity.

         The terms of Armor's secured revolving credit facility and the
indenture governing the 8 1/4% Notes will allow Armor to incur substantial
amounts of additional debt, subject to certain limitations. Armor might incur
additional debt for various reasons, including to pay for additional
acquisitions that Armor may make and assuming debt of companies that it may
acquire.



FOR ALL OF THE FOREGOING REASONS AND OTHERS SET FORTH IN THIS PROSPECTUS, THE
SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. ANY PERSON CONSIDERING
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY SHOULD BE AWARE OF THESE AND
OTHER FACTORS SET FORTH IN THIS PROSPECTUS. THE SECURITIES SHOULD BE PURCHASED
ONLY BY PERSONS WHO CAN AFFORD A TOTAL LOSS OF THEIR INVESTMENT IN THE COMPANY.

                           FORWARD-LOOKING STATEMENTS

         This prospectus, as well as information incorporated by reference in
this prospectus, contains forward-looking statements that involve risks and
uncertainties. Some of the forward-looking statements appear under "Risk
Factors." These statements relate to future events of our future financial
performance. In some cases you can identify forward-looking statements by
terminology such as "may," "would," "will,", "should," "could," "expects,"
"plans," "anticipates," "believes," "estimates," "predicts," "potential,"
"continue," or the negative of these terms or other comparable terminology.
These statements are only predictions. Actual events or results may differ
materially. In evaluating these statements, you should specifically consider
various factors, including the risks outlined in the Risk Factors section of
this prospectus. These factors may cause our actual results to differ materially
from any forward-looking statement. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements.


                                       19
<PAGE>

                              SELLING STOCKHOLDERS

                  This prospectus relates to Shares that are being registered
for reoffers and resales by Selling Stockholders who have acquired or may
acquire Shares pursuant to each of the Plans. The Selling Stockholders may
resell any or all of the Shares at any time they choose while this prospectus is
effective.

                  Executive officers and directors, their family members, trusts
for their benefit, or entities that they own, that acquire Common Stock under
the Plans may be added to the Selling Stockholder list below by a prospectus
supplement filed with the SEC. The number of Shares to be sold by any Selling
Stockholder under this prospectus also may be increased or decreased by a
prospectus supplement. Non-affiliates who purchased restricted securities, as
these terms are defined in rule 144(a) under the Securities Act, under any of
our employee benefit plans and who are not named below may use this prospectus
for the offer or sale of their Common Stock if they hold 1,000 shares or less.
Although a person's name is included in the table below, neither that person nor
we are making an admission that the named person is our "affiliate."

                  The information in the table below sets forth, for each
Selling Stockholder, based upon information available to us as of December 30,
2003, the number of shares of our Common Stock beneficially owned before and
after the sale of the Shares, the maximum number of Shares to be sold and the
percentage of the outstanding shares of our Common Stock owned after the sale of
the Shares. We have not been informed whether any Selling Stockholders intend to
sell any Shares. The inclusion of Shares in the table below does not constitute
a commitment to sell any Shares.

<TABLE>
<CAPTION>
                                                                                     NUMBER OF      PERCENTAGE OF
                                                     NUMBER OF                     SHARES TO BE    COMMON STOCK TO
                                                       SHARES                      BENEFICIALLY    BE BENEFICIALLY
                              RELATIONSHIPS TO      BENEFICIALLY   SHARES TO BE     OWNED AFTER    OWNED AFTER THE
NAME OF SELLER                  THE COMPANY          OWNED (1)       SOLD (2)      THE OFFERING      OFFERING (1)
--------------                  -----------          ---------       --------      ------------      ------------
<S>                       <C>                       <C>            <C>             <C>              <C>
Warren B. Kanders and      Chairman of the Board     2,515,655(3)   1,220,447(4)        2,315,655        8.1%
Kanders Florida               of Directors and
Holdings, Inc.                Chief Executive
                                  Officer

Robert R. Schiller            Chief Operating          284,116(5)     505,223(6)          284,116        1.0%
                               Officer, Chief
                             Financial Officer,
                               and Secretary

Stephen E. Croskrey         President and Chief        259,116(7)     202,089(8)          159,116         *
                            Executive Officer -
                               Armor Holdings
                             Products Division

Robert F. Mecredy            President - Armor          18,466(9)    106,000(10)           16,666         *
                            Holdings Aerospace &
                               Defense Group

Nicholas Sokolow                  Director            208,700(11)     27,500(12)          188,700         *

Burtt R. Ehrlich                  Director            146,650(13)     26,000(14)          127,400         *

Thomas W. Strauss                 Director            138,500(15)     24,500(16)          120,000         *

Alair A. Townsend                 Director            109,716(17)     24,500(18)           91,216         *

Deborah A. Zoullas                Director             16,000(19)     42,000(20)                0         *

Carol Pelosi               non-executive employee       2,916(21)      5,000(22)                0         *
</TABLE>

*    Less than 1%


                                       20
<PAGE>

(1)  Based on 28,262,145 Shares of Common Stock outstanding as of December 30,
     2003. As used in this table, a beneficial owner of a security includes any
     person who, directly or indirectly, through contract, arrangement,
     understanding, relationship or otherwise has or shares (a) the power to
     vote, or direct the voting of, such security or (b) investment power which
     includes the power to dispose, or to direct the disposition of, such
     security. In addition, a person is deemed to be the beneficial owner of a
     security if that person has the right to acquire beneficial ownership of
     such security within 60 days.

(2)  Represents the maximum number of Shares issued under each of the 2002
     Incentive Plan and the 2002 Executive Plan that could be sold under this
     prospectus if the holder sold all of his or her Shares, exercised all of
     his or her options when vested and sold the underlying Shares. Does not
     constitute a commitment to sell any or all of the stated number of Shares.
     The number of Shares to be sold shall be determined from time to time by
     each Selling Stockholder in his or her discretion.

(3)  Of such shares, Kanders Florida Holdings, Inc., of which Mr. Kanders is the
     sole stockholder and sole director, owns 2,098,395 shares. Includes options
     held by Mr. Kanders to purchase 437,500 shares of common stock. Excludes
     unvested restricted stock awards of 110,447 shares and a vested deferred
     restricted stock award of 200,000 shares granted to Mr. Kanders over which
     Mr. Kanders does not have voting or dispositive power and unvested options
     to purchase 685,000 shares of common stock. Also includes 4,760 shares
     owned by Mr. Kanders' children, of which Mr. Kanders disclaims beneficial
     ownership.

(4)  Includes 10,447 shares of restricted stock held by Kanders Florida
     Holdings, Inc., 100,000 shares of restricted stock held by Mr. Kanders and
     a vested deferred restricted stock award of 200,000 shares held by Mr.
     Kanders. Also includes options held by Mr. Kanders to acquire 910,000
     shares of common stock.

(5)  Includes options to purchase 275,000 shares of common stock. Excludes
     unvested restricted stock awards of 105,223 shares and a vested deferred
     restricted stock award of 200,000 shares granted to Mr. Schiller over which
     Mr. Schiller does not have voting or dispositive power and unvested options
     to purchase 350,000 shares of common stock.

(6)  Includes 105,223 shares of restricted stock and 200,000 shares of a vested
     deferred restricted stock award. Also includes options held by Mr. Schiller
     to acquire 250,000 shares of common stock.

(7)  Includes options to purchase 250,000 shares of common stock. Excludes
     unvested restricted stock awards of 2,089 shares granted to Mr. Croskrey
     over which Mr. Croskrey does not have voting or dispositive power and
     unvested options to purchase 100,000 shares of common stock.

(8)  Includes 2,089 shares of restricted stock and options to purchase 200,000
     shares of common stock.

(9)  Includes options to purchase 16,666 shares of common stock. Excludes
     unvested restricted stock awards of 4,200 shares granted to Mr. Mecredy
     over which Mr. Mecredy does not have voting or dispositive power and
     unvested options to acquire 108,334 shares of common stock.

(10) Consists of restricted stock awards of 6,000 shares granted to Mr. Mecredy
     and options to acquire 100,000 shares of common stock.

(11) Includes options to purchase 127,500 shares of common stock. Also includes
     60,000 shares owned by S.T. Investors Fund, LLC, a limited liability
     company of which Mr. Sokolow is a member, 10,000 shares owned by Mr.
     Sokolow's profit sharing plan and 11,200 shares held for the benefit of Mr.
     Sokolow's children and of which Mr. Sokolow disclaims beneficial ownership.

(12) Consists of options to purchase 27,500 shares of common stock.

(13) Includes options to purchase 51,750 shares of common stock. Also includes
     5,000 shares owned by Mr. Ehrlich's children and 6,500 shares in trust for
     the benefit of his children, of which Mr. Ehrlich's spouse is trustee, of
     which he disclaims beneficial ownership. Also includes 400 shares owned by
     Mr. Ehrlich's spouse's individual retirement account of which Mr. Ehrlich
     disclaims beneficial ownership.

(14) Consists of options to purchase 26,000 shares of common stock.

(15) Includes options to purchase 126,000 shares of common stock.

(16) Consists of options to purchase 24,500 shares of common stock.


                                       21
<PAGE>


(17) Includes options to purchase 106,000 shares of common stock.

(18) Consists of options to purchase 24,500 shares of common stock.

(19) Consists of options to purchase 16,000 shares of common stock.

(20) Consists of options to purchase 42,000 shares of common stock.

(21) Excludes unvested options to acquire 4,584 shares of common stock.

(22) Includes options to acquire 2,084 shares of common stock.











                                       22
<PAGE>

                              PLAN OF DISTRIBUTION

          The Selling Stockholders (or their pledgees, donees, transferees, or
other successors in interest) from time to time may sell all or a portion of the
Shares "at the market" to or through a marketmaker or into an existing trading
market, in private sales, including direct sales to purchasers, or otherwise at
prevailing market prices or at negotiated or fixed prices. By way of example,
and not by way of limitation, the Shares may be sold by one or more of the
following methods: (a) a block trade in which the broker or dealer so engaged
will attempt to sell the Shares as agent but may purchase and resell a portion
of the block as principal to facilitate the transaction; (b) purchases by a
broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) an exchange distribution in accordance
with the rules of such exchange; and (d) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In effecting sales,
brokers or dealers engaged by the seller may arrange for other brokers or
dealers to participate. Brokers or dealers will receive commissions or discounts
from the seller in amounts to be negotiated immediately prior to the sale. Such
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales. In addition, any securities covered by this Prospectus which qualify
for sale pursuant to Rule 144 under the Securities Act may be sold under Rule
144 rather than pursuant to this Prospectus.

          The Selling Stockholders may also enter into derivative transactions
with third parties. If the applicable prospectus supplement or post-effective
amendment indicates, in connection with those derivatives, the third parties may
sell securities covered by this prospectus and the applicable prospectus
supplement or post-effective amendment, including in short sale transactions. If
so, the third party may use securities pledged by the Selling Stockholders or
borrowed from the Selling Stockholders or others to settle those sales or to
close out any related open borrowings of stock, and may use securities received
from the Selling Stockholders in settlement of those derivatives to close out
any related open borrowings of stock. The third party in such sale transactions
may be deemed an underwriter and, if not identified in this prospectus, will be
identified in the applicable prospectus supplement (or a post-effective
amendment).

          The Selling Stockholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the Shares
against certain liabilities, including liabilities arising under the Securities
Act. Any commissions paid or any discounts or concessions allowed to any such
broker-dealer which purchases Shares as principal or any profits received on the
resale of such Shares may be deemed to be underwriting discounts and commissions
under the Securities Act.

          In order to comply with certain state securities law, if applicable,
the Common Stock will not be sold in a particular state unless the Common Stock
has been registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied with.

           Each Selling Stockholder will deliver a Prospectus in connection with
the sale of the Shares.


                                       23
<PAGE>

                                    EXPENSES

          All expenses of this Offering, including the expenses of the
registration of the Shares of Common Stock offered hereby, will be borne by us.
It is estimated that the total amount of such expenses will not exceed $40,000.

                                 USE OF PROCEEDS

          The Company will not realize any proceeds from the sale of the Common
Stock which may be sold pursuant to this prospectus for the respective accounts
of the Selling Stockholders. The Company, however, will derive proceeds from the
sale of stock to Selling Stockholders and upon the exercise of the options
granted to Selling Stockholders. All such proceeds will be available to the
Company for working capital and general corporate purposes. No assurances can be
given, however, as to when or if any or all of the Options will be exercised.

                                    LEGALITY

         The validity of the shares of Armor common stock offered by this
prospectus will be passed upon by Kane Kessler, P.C., New York, New York, as
counsel to Armor. Robert L. Lawrence, Esq., a member of Kane Kessler, P.C., owns
5,000 shares of Common Stock.

                                     EXPERTS

          The consolidated financial statements of Armor Holdings and
subsidiaries appearing in its Annual Report (Form 10-K and Form 10-K/A) for the
year ended December 31, 2002, have been audited by PricewaterhouseCoopers LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.

          The financial statements incorporated in this prospectus by reference
from Simula, Inc.'s Annual Report on Form 10-K for the year ended December 31,
2002, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and have been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.


                                       24
<PAGE>

          This Prospectus contains information concerning the Company, but does
not contain all of the information set forth in the Registration Statement and
the Exhibits relating thereto, which the Company has filed with the Securities
and Exchange Commission, Washington, D.C., under the Securities Act of 1933, as
amended, and to which reference is hereby made.

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

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                        <C>
AVAILABLE INFORMATION.........................................................  5

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................  5

THE COMPANY...................................................................  7

RISK FACTORS..................................................................  10

SELLING STOCKHOLDERS.......................................................... 20

PLAN OF DISTRIBUTION.......................................................... 23

EXPENSES...................................................................... 24

USE OF PROCEEDS............................................................... 24

LEGALITY...................................................................... 24

EXPERTS....................................................................... 24
</TABLE>

No dealer, salesperson or other person has been authorized to given any
information or to make any representation not contained in this Prospectus and,
if given or made, such information or representation must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make such
offer in such jurisdiction. Neither the delivery of this Prospectus nor any sale
made hereunder shall under any circumstances create any implication that there
have been no changes in the affairs of the Company since the date hereof.

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


                                       25

<PAGE>

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Securities and Exchange Commission (the
"Commission") by Armor Holdings, Inc., a Delaware corporation (the "Company"),
are incorporated by reference into the Registration Statement:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2002, filed pursuant to the Securities Exchange Act of
          1934 (the "Exchange Act");

     (b)  The Company's Annual Report on Form 10-K/A for the fiscal year ended
          December 31, 2002, filed pursuant to the Exchange Act;

     (c)  The Company's Quarterly Report on Form 10-Q for the quarterly period
          ended March 31, 2003, filed pursuant to the Exchange Act;

     (d)  The Company's Quarterly Report on Form 10-Q for the quarterly period
          ended June 30, 2003, filed pursuant to the Exchange Act;

     (e)  The Company's Quarterly Report on Form 10-Q for the quarterly period
          September 30, 2003, filed pursuant to the Exchange Act;

     (f)  The Company's Current Report on Form 8-K, Date of Event - May 5, 2003,
          filed on May 5, 2003 pursuant to the Exchange Act;

     (g)  The Company's Current Report on Form 8-K, Date of Event - July 23,
          2003, filed on July 24, 2003 pursuant to the Exchange Act;

     (h)  The Company's Current Report on Form 8-K, Date of Event - July 26,
          2003, filed on August 8, 2003 pursuant to the Exchange Act;

     (i)  The Company's Current Report on Form 8-K, Date of Event - August 12,
          2003, filed on August 13, 2003 pursuant to the Exchange Act;

     (j)  The Company's Current Report on Form 8-K, Date of Event - November 4,
          2003, filed on November 5, 2003 pursuant to the Exchange Act;

     (k)  The Company's Current Report on Form 8-K, Date of Event - November 26,
          2003, filed on December 11, 2003 pursuant to the Exchange Act;

     (l)  The Company's Current Report on Form 8-K, Date of Event - December 9,
          2003, filed on December 23, 2003 pursuant to the Exchange Act;

     (m)  The Company's Current Report on Form 8-K/A, Date of Event - December
          9, 2003, filed on January 22, 2004 pursuant to the Exchange Act


                                       26
<PAGE>

     (n)  Definitive Proxy Statement dated April 30, 2003, relating to the
          annual meeting of stockholders held on June 24, 2003; and

     (o)  The description of the Company's Common Stock contained in the
          Company's Registration Statement on Form 8-A (Reg. No. 1-11667), filed
          with the Commission as of April 29, 1999 by the Company to register
          such securities under the Exchange Act, including all amendments and
          reports filed for the purpose of updating that description.

           In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.

ITEM 4.           DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") makes provision for the indemnification of officers and
directors of corporations in terms sufficiently broad to indemnify our officers
and directors under certain circumstances from liabilities (including
reimbursement of expenses incurred) arising under the Securities Act.

                  As permitted by the DGCL, our Charter provides that, to the
fullest extent permitted by the DGCL, no director shall be liable to the Company
or to its stockholders for monetary damages for breach of his fiduciary duty as
a director. Delaware law does not permit the elimination of liability (i) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) in respect of certain unlawful
dividend payments or stock redemptions or repurchases or (iv) for any
transaction from which the director derives an improper personal benefit. The
effect of this provision in the Charter is to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of
fiduciary duty as a director thereof (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described in
clauses (i)-(iv), inclusive, above. These provisions will not alter the
liability of directors under federal securities laws.

                  Our Charter provides that we may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by reason
of the fact that he is or was a director, officer, employee or agent of the
Company or is or was


                                       27
<PAGE>

serving at the request of the Company as a director, officer, employee or agent
of another corporation or enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful.

                  Our Charter also provides that we may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the Company to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted under similar
standards, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the Company unless and only to the extent that the Court of Chancery of the
State of Delaware or the court in which such action or suit was brought shall
determine upon application that despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

                  Our Charter also provides that to the extent a director or
officer of the Company has been successful in the defense of any action, suit or
proceeding referred to in the previous paragraphs or in the defense of any
claim, issue, or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification provided for in the Charter shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the Company may purchase and maintain insurance on behalf of
a director or officer of the Company against any liability asserted against him
or incurred by him in any such capacity or arising out of his status as such
whether or not the Company would have the power to indemnify him against such
liabilities under the provisions of Section 145 of the DGCL.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Certain restricted securities to be reoffered and resold
pursuant to this Registration Statement were issued under the Plans and in
transactions exempt from registration pursuant to Section 4(2) of the Securities
Act.

ITEM 8.           EXHIBITS

Exhibit No.       Description of Exhibits

   4.1            Armor Holdings, Inc. 2002 Stock Incentive Plan (filed as
                  Appendix A to the Registrant's Proxy Statement dated April 29,
                  2002, filed with the Commission on April 30, 2002)*

   4.2            Amendment No. 1 to the Armor Holdings, Inc. 2002 Stock
                  Incentive Plan. **

   4.3            Armor Holdings, Inc. 2002 Executive Stock Plan (filed as
                  Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q
                  for the quarter ended March 31, 2002)*

   5.1            Opinion of Kane Kessler, P.C. regarding the legality of the
                  securities being registered.**

   23.1           Consent of PriceWaterhouseCooper LLP.**


                                       28
<PAGE>

   23.2           Consent of Deloitte & Touche LLP.**

   24.1           Power of Attorney (included in the signature pages of this
                  registration statement).**

--------------
*    Incorporated by reference.
**   Filed herewith.

ITEM 9.           UNDERTAKINGS

         A.       The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration Statement:

                      (i) To include any prospectus required by Section 10(a)(3)
                  of the Securities Act;

                      (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement;

                      (iii) To include any material information with respect to
                  the plan of distribution not previously disclosed in the
                  Registration Statement or any material change to such
                  information in the Registration Statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses


                                       29
<PAGE>

incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                       30
<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Jacksonville, State of Florida, on this 22nd day
of January, 2004.



                                       ARMOR HOLDINGS, INC.



                                   By: /s/ Robert R. Schiller
                                       -------------------------------------
                                       Name:  Robert R. Schiller
                                       Title: President, Chief Financial Officer
                                              and Secretary


                                       31
<PAGE>

                                POWER OF ATTORNEY

          Each of the undersigned officers and directors of Armor Holdings, Inc.
hereby severally constitutes and appoints Warren B. Kanders and Robert R.
Schiller as the attorney-in-fact for the undersigned, in any and all capacities,
with full power of substitution, to sign any and all pre- or post-effective
amendments to this Registration Statement, any subsequent Registration Statement
for the same offering which may be filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and any and all pre- or post-effective
amendments thereto, and to file the same with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities and on the dates indicated:

<TABLE>
<CAPTION>
Signature                   Title                                              Date
---------                   -----                                              ----
<S>                         <C>                                                <C>
/s/ Warren B. Kanders       Chairman of the Board of Directors and Chief       January 22, 2004
---------------------
Warren B. Kanders           Executive Officer (Principal Executive Officer)

/s/ Robert R. Schiller      President, Chief Financial Officer and Secretary   January 22, 2004
----------------------
Robert R. Schiller          (Principal Accounting Officer)


/s/ Burtt R. Ehrlich        Director                                           January 22, 2004
--------------------
Burtt R. Ehrlich


/s/ Nicholas Sokolow        Director                                           January 22, 2004
--------------------
Nicholas Sokolow


/s/ Thomas W. Strauss       Director                                           January 22, 2004
---------------------
Thomas W. Strauss


/s/ Alair A. Townsend       Director                                           January 22, 2004
---------------------
Alair A. Townsend


/s/ Deborah A. Zoullas      Director                                           January 22, 2004
----------------------
Deborah A. Zoullas

</TABLE>


                                       32
<PAGE>

                                  EXHIBIT INDEX

ITEM 8.           EXHIBITS

Exhibit No.       Description of Exhibits
-----------       -----------------------

    4.1            Armor Holdings, Inc. 2002 Stock Incentive Plan (filed as
                   Appendix A to the Registrant's Proxy Statement dated April
                   29, 2002, filed with the Commission on April 30, 2002)*

    4.3            Amendment No. 1 to the Armor Holdings, Inc. 2002 Stock
                   Incentive Plan. **

    4.3            Armor Holdings, Inc. 2002 Executive Stock Plan (filed as
                   Exhibit 10.6 to the Registrant's Quarterly Report on Form
                   10-Q for the quarter ended March 31, 2002)*

    5.1            Opinion of Kane Kessler, P.C. regarding the legality of the
                   securities being registered.**

    23.1           Consent of PriceWaterhouseCoopers LLP.**

    23.2           Consent of Deloitte & Touche LLP.**

    24.1           Power of Attorney (included in the signature pages of this
                   registration statement).**

--------------
*    Incorporated by reference.
**   Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "file001.txt", "description": "FORM S-8", "secsgml_size_bytes": 102581}]
{"company-data": {"conformed-name": "ARMOR HOLDINGS INC", "cik": "0000845752", "assigned-sic": "3842", "irs-number": "593392443", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112107", "film-number": "04538066"}, "business-address": {"street1": "1400 MARSH LANDING PARKWAY", "street2": "SUITE 112", "city": "JACKSONVILLE", "state": "FL", "zip": "32250", "phone": "9047415600"}, "mail-address": {"street1": "1400 MARSH LANDING PARKWAY", "street2": "SUITE 112", "city": "JACKSONVILLE", "state": "FL", "zip": "32250"}, "former-company": {"former-conformed-name": "AMERICAN BODY ARMOR & EQUIPMENT INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on January 22, 2004
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                              ARMOR HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                          59-3392443
  (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                              Armor Holdings, Inc.
                      1400 Marsh Landing Parkway, Suite 112
                           Jacksonville, Florida 32250
                                 (904) 741-5402

               (Address, including zip code, and telephone number,
              including area code, of principal executive offices)

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

                 ARMOR HOLDINGS, INC. 2002 STOCK INCENTIVE PLAN
                 ARMOR HOLDINGS, INC. 2002 EXECUTIVE STOCK PLAN

                            (Full title of the plan)
                              --------------------

                                Warren B. Kanders
                Chairman of the Board and Chief Executive Officer
                              Armor Holdings, Inc.
                      1400 Marsh Landing Parkway, Suite 112
                           Jacksonville, Florida 32250
                                 (904) 741-5402
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                               Kane Kessler, P.C.
                           1350 Avenue of the Americas
                             New York, NY 10019-4896
                                 (212) 541-6222
                         Attn: Robert L. Lawrence, Esq.
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
 Title of securities to        Amount to be          Proposed maximum        Proposed maximum          Amount of
     be registered            registered (1)        offering price per      aggregate offering      registration fee
                                                         share (2)               price (2)
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par
value per share                 3,170,000                 $21.71                $68,820,700              $5,568
=======================================================================================================================
(1)    This Registration Statement covers 2,700,000 shares of common stock (the
       "Common Stock"), $0.01 par value per share, of Armor Holdings, Inc.
       issuable pursuant to the Armor Holdings, Inc. 2002 Stock Incentive Plan
       (the "2002 Incentive Plan") and 470,000 shares of Common Stock issuable
       pursuant to the Armor Holdings, Inc. 2002 Executive Stock Plan (the "2002
       Executive Plan") (the 2002 Incentive Plan and 2002 Executive Plan are
       collectively referred to herein as the "Plans"). In addition, pursuant to
       Rule 416(c) under the Securities Act of 1933, as amended (the "Securities
       Act") this Registration Statement covers an indeterminable number of
       additional shares of Common Stock as may hereafter be offered or issued
       pursuant to the Plans, to prevent dilution resulting from stock splits,
       stock dividends or similar transactions effected without receipt of
       consideration.

(2)    Estimated solely for the purpose of calculating the registration fee.
       Pursuant to Rule 457(c) and 457(h), the proposed maximum offering price
       per share is based upon (i) the average exercise price relating to
       approximately 2,009,839 outstanding options granted under the Plans for
       which the underlying shares of Common Stock have not previously been
       registered, which is $17.63 and (ii) with respect to 1,160,161 shares
       available for grant under the Plans or previously issued shares, a price
       of $25.79 (the average of the high and low price of the Registrant's
       Common Stock as reported on The New York Stock Exchange on January 14,
       2004).

                                       2
EXPLANATORY NOTE

          The 3,170,000 shares of common stock, $0.01 par value per share (the
"Common Stock") of Armor Holdings, Inc., a Delaware corporation (the "Company"),
being registered pursuant to this Form S-8 are comprised of (i) 2,700,000 shares
of the Common Stock issued or issuable to participants under the Armor Holdings,
Inc. 2002 Stock Incentive Plan (the "2002 Incentive Plan") and (ii) 470,000
shares of Common Stock issued or issuable to participants under the Armor
Holdings, Inc. 2002 Executive Stock Plan (the "2002 Executive Plan" and together
with the 2002 Incentive Plan, the "Plans").

          This Registration Statement contains two parts. The first part
contains a prospectus pursuant to Form S-3 (in accordance with Section C of the
General Instructions to the Form S-8) which covers reoffers and resales of
"restricted securities" and/or "control securities" (as such terms are defined
in Section C of the General Instructions to Form S-8) of Armor Holdings, Inc.
This Reoffer prospectus relates to (i) up to 2,700,000 shares of common stock
that have been or may be issued to certain officers and directors of the Company
pursuant to the 2002 Incentive Plan and (ii) up to 470,000 shares of Common
Stock that have been or may be issued to certain officers and directors of the
Company pursuant to the 2002 Executive Plan. The second part of this
Registration Statement contains Information Required in the Registration
Statement pursuant to Part II of Form S-8. The Form S-8 portion of this
Registration Statement will be used for offers of shares of Common Stock of
Armor Holdings, Inc. pursuant to each of the Plans. The Plan Information
specified by Part I of Form S-8 is not being filed with the Securities and
Exchange Commission but will be delivered to all participants in the Plans
pursuant to Securities Act Rule 428(b)(1).

                                       3
REOFFER PROSPECTUS
                              ARMOR HOLDINGS, INC.
                        3,170,000 SHARES OF COMMON STOCK
                           (PAR VALUE $0.01 PER SHARE)

          This Prospectus may be used by certain persons (the "Selling
Stockholders") who may be deemed to be affiliates of Armor Holdings, Inc., a
Delaware corporation (the "Company" or the Registrant"), to sell a maximum of
3,170,000 shares (the "Shares") of our common stock (the "Common Stock"), $0.01
par value per share, comprised of up to (i) 2,700,000 shares of Common Stock
which has been or will be purchased or acquired by the Selling Stockholders
pursuant to the Armor Holdings, Inc. 2002 Stock Incentive Plan (the "2002
Incentive Plan") and (ii) 470,000 shares of Common Stock which have been or will
be purchased or acquired by Selling Stockholders pursuant to the Armor Holdings,
Inc. 2002 Executive Stock Plan (the "2002 Executive Plan" and together with the
2002 Incentive Plan, collectively, the "Plans").

          All or a portion of the Shares offered hereby may be offered for sale,
from time to time, on The New York Stock Exchange, or otherwise, at prices and
terms then obtainable. All brokers' commissions or discounts will be paid by the
Selling Stockholders. However, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 under the Securities Act of 1933, as
amended (the "Securities Act"), may be sold under Rule 144 rather than pursuant
to this Prospectus. See "Plan of Distribution." We will receive none of the
proceeds of this offering, although we will receive or have received cash upon
the sale of stock to the Selling Stockholders under the Plans. See "Use of
Proceeds." All expenses incurred in connection with the preparation and filing
of this Prospectus and the related Registration Statement are being borne by us.
See "Expenses."

          SEE "RISK FACTORS" ON PAGE 10 HEREOF FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CAREFULLY CONSIDERED BY PROSPECTIVE PURCHASERS.

          Our common stock is listed on The New York Stock Exchange. On January
14, 2004, the closing price of our common stock was $26.00 per share.

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

          Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these securities, or
determined if this Prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

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

                The date of this Prospectus is January 22, 2004.

                                        4
AVAILABLE INFORMATION

          We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith we are required to file periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information filed by us can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, as well as the Regional
Offices of the Commission at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such materials can be obtained from the
Public Reference Section of the Commission at its principal office at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 at the prescribed rates. The
Commission also maintains a site on the World Wide Web that contains reports,
proxy and information statements and other information regarding registrants
that file electronically. The address of such site is http://www.sec.gov. The
telephone number of the Commission is 800-SEC-0330. In addition, similar
information can be inspected at the New York Stock Exchange, 20 Broad Street,
New York, New York 10005.

          This Prospectus omits certain of the information contained in the
Registration Statement of which this Prospectus is a part (the "Registration
Statement"), covering the Common Stock, which pursuant to the Securities Act is
on file with the Commission. For further information with respect to us and our
common stock, reference is made to the Registration Statement including the
exhibits incorporated therein by reference or filed therewith. Statements herein
contained concerning the provisions of any document are not necessarily complete
and, in each instance, reference is made to the copy of such document filed as
an exhibit or incorporated by reference to the Registration Statement. The
Registration Statement and the Exhibits may be inspected without charge at the
offices of the Commission or copies thereof obtained at prescribed rates from
the public reference section of the Commission at the addresses set forth above.

          You should rely only on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from
that contained in this prospectus. This prospectus is an offer to sell, or a
solicitation of offers to buy, shares of common stock only in jurisdictions
where offers and sales are permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or any sale of common stock.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents heretofore filed by us with the Commission
pursuant to the Exchange Act, are hereby incorporated by reference in this
Registration Statement, except as superseded or modified herein:

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 2002, filed pursuant to the Securities
               Exchange Act of 1934 (the "Exchange Act");

          (b)  The Company's Annual Report on Form 10-K/A for the fiscal year
               ended December 31, 2002, filed pursuant to the Exchange Act;

          (c)  The Company's Quarterly Report on Form 10-Q for the quarterly
               period ended March 31, 2003, filed pursuant to the Exchange Act;

          (d)  The Company's Quarterly Report on Form 10-Q for the quarterly
               period ended June 30, 2003, filed pursuant to the Exchange Act;

                                       5
(e)  The Company's Quarterly Report on Form 10-Q for the quarterly
               period September 30, 2003, filed pursuant to the Exchange Act;

          (f)  The Company's Current Report on Form 8-K, Date of Event - May 5,
               2003, filed on May 5, 2003 pursuant to the Exchange Act;

          (g)  The Company's Current Report on Form 8-K, Date of Event - July
               23, 2003, filed on July 24, 2003 pursuant to the Exchange Act;

          (h)  The Company's Current Report on Form 8-K, Date of Event - July
               26, 2003, filed on August 8, 2003 pursuant to the Exchange Act;

          (i)  The Company's Current Report on Form 8-K, Date of Event - August
               12, 2003, filed on August 13, 2003 pursuant to the Exchange Act;

          (j)  The Company's Current Report on Form 8-K, Date of Event -
               November 4, 2003, filed on November 5, 2003 pursuant to the
               Exchange Act;

          (k)  The Company's Current Report on Form 8-K, Date of Event -
               November 26, 2003, filed on December 11, 2003 pursuant to the
               Exchange Act;

          (l)  The Company's Current Report on Form 8-K, Date of Event -
               December 9, 2003, filed on December 23, 2003 pursuant to the
               Exchange Act;

          (m)  The Company's Current Report on Form 8-K/A, Date of Event -
               December 9, 2003, filed on January 22, 2004 pursuant to the
               Exchange Act

          (n)  Definitive Proxy Statement dated April 30, 2003, relating to the
               annual meeting of stockholders held on June 24, 2003; and

          (o)  The description of the Company's Common Stock contained in the
               Company's Registration Statement on Form 8-A (Reg. No. 1-11667),
               filed with the Commission as of April 29, 1999 by the Company to
               register such securities under the Exchange Act, including all
               amendments and reports filed for the purpose of updating that
               description.

          All of such documents are on file with the Commission. In addition,
all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, are incorporated by reference in this Registration Statement
and are a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document that is also incorporated by reference herein
modifies or replaces such statement. Any statements so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

          We hereby undertake to provide without charge to each person,
including any beneficial owner of the Common Stock, to whom this Prospectus is
delivered, on written or oral request of any such person, a copy of any or all
of the foregoing documents incorporated herein by reference (other than exhibits
to such documents). Written or oral requests for such copies should be directed
to our corporate secretary, c/o Armor Holdings, Inc., 1400 Marsh Landing
Parkway, Suite 112, Jacksonville, Florida 32250.

                                       6
THE COMPANY

COMPANY OVERVIEW

         We are a leading manufacturer and provider of specialized security
products, training and support services related to these products, and vehicle
armor systems. Our products and systems are used domestically and
internationally by military, law enforcement, security and corrections
personnel, as well as governmental agencies, multinational corporations and
individuals. We are organized and operated under three business segments: Armor
Holdings Products, also referred to as our Products Division; Armor Mobile
Security, also referred to as our Mobile Security Division, and the Aerospace
and Defense Group.

         Armor Holdings Products. Our Products Division manufactures and sells a
broad range of high quality security products, equipment and related consumable
items, such as concealable and tactical body armor, hard armor, duty gear,
less-lethal munitions, anti-riot products, police batons, emergency lighting
products, forensic products, firearms accessories and weapon maintenance
products. Our products are marketed under brand names that are well established
in the military and law enforcement communities such as AMERICAN BODY ARMOR(TM),
B-SQUARE(R), BREAK FREE(R), CLP(R), DEFENSE TECHNOLOGY/FEDERAL LABORATORIES(R),
DEF-TEC PRODUCTS(R), DISTRACTION DEVICE(R), FEDERAL LABORATORIES(R), FERRET(R),
FIRST DEFENSE(R), IDENTICATOR(R), IDENTIDRUG(R), IMPAK(TM), LIGHTNING POWDER(R),
MONADNOCK(R), NIK(R), O'GARA-HESS & EISENHARDT ARMORING COMPANY(R), PROTECH(TM),
QUIKSTEP LADDERS(TM), SAFARILAND DESIGN(R), SPEEDFEED(R), and 911EP and
DESIGN(TM). We sell our products through a network of over 350 distributors and
sales agents, including approximately 200 in the United States. Our extensive
distribution capabilities and commitment to customer service and training have
enabled us to become a leading provider of security equipment to law enforcement
agencies.

         Armor Mobile Security. Our Mobile Security Division manufactures and
installs ballistic and blast protected armoring systems for privately owned
vehicles. We armor a variety of privately owned commercial vehicles, including
limousines, sedans, sport utility vehicles, commercial trucks and
cash-in-transit vehicles, to protect against varying degrees of ballistic and
blast threats. Our customers in this business include international corporations
and high net worth individuals.

         Aerospace and Defense Group. We recently formed our Aerospace and
Defense Group after our acquisition of Simula, Inc. ("Simula"). The Aerospace
and Defense Group was formed by combining Simula's operations with our military
and government business that was previously conducted through our Mobile
Security Division. Under the brand name O'Gara-Hess & Eisenhardt, we are the
sole-source provider to the U.S. military of the armor and blast protection
systems for HMMWVs. We are also under contract with the U.S. Army to provide
spare parts, logistics and ongoing field support services for the currently
installed base of approximately 3,900 Up-Armored HMMWVs. Additionally, the
Mobile Security Division has been subcontracted to develop a ballistic and blast
protected armored and sealed truck cab for the HIMARS, a program recently
transitioned by the U.S. Army and U.S. Marine Corps from developmental to a low
rate of initial production, with deliveries scheduled to begin in late 2003. We
also supply armor sub-systems for other tactical wheeled vehicles. In addition,
we supply ballistic and blast protected armoring systems to U.S. federal law
enforcement and intelligence agencies and foreign heads of state. The Aerospace
and Defense Group also supplies human safety and survival systems to the U.S.
military, major aerospace and defense prime contractors. Our core markets are
military aviation safety, military personnel safety, and land and marine safety.
Through our Aerospace and Defense Group, we provide military helicopter seating
systems, aircraft and land vehicle armor systems, protective equipment for
military personnel and technologies used to protect humans in a variety of
life-threatening or catastrophic situations.

MATERIAL DEVELOPMENTS

                                       7
On April 17, 2003, we announced that we completed the sale of our
ArmorGroup Integrated Systems business through the sale of 100% of the stock of
ArmorGroup Integrated Systems, Inc. and Low Voltage Systems Technologies, Inc.
to Aerwav Integration Services, Inc. Aerwav Integration Services, Inc. is a
wholly owned subsidiary of Aerwav Holdings, LLC. As consideration for the
integrated systems business, we received a $4.1 million secured note due in two
years and a warrant for approximately 2.5% of Aerwav Integration Services, Inc.

         On November 26, 2003, we sold our ArmorGroup Services Division to
management and a group of private investors led by Granville Baird Capital
Partners. We realized approximately $31.4 million in cash at the closing of the
sale, and expect to receive an additional $2.3 million in cash during the 12
month period following the closing.

         On December 9, 2003, we completed our acquisition of Simula, Inc., an
Arizona corporation, pursuant to the Agreement and Plan of Merger, dated as of
August 29, 2003, by and among Armor Holdings, AHI Bulletproof Acquisition Corp.,
a wholly-owned subsidiary of Armor Holdings, and Simula. The consummation of the
merger followed the Special Meeting of Shareholders of Simula held on December
5, 2003, at which the requisite shareholder approval was obtained. In the
merger, we acquired all of the outstanding common stock of Simula and retired a
majority of Simula's outstanding indebtedness for $110.5 million in cash. Of
this amount, approximately $31 million principal amount of 8% debentures will
remain outstanding for approximately 30 days at which time we will repay these
debentures, plus accrued interest, in their entirety. After payment of 100% of
the outstanding indebtedness and transaction expenses, the merger consideration
payable to Simula shareholders at closing pursuant to the merger agreement was
approximately $43.5 million or approximately $3.21 per share. The source of the
funds used in the acquisition was our working capital, which was derived from
proceeds received from our private placement of $150 million aggregate principal
amount of 8 1/4% Senior Subordinated Notes due 2013. Comprehensive information
on the merger is set out in Simula's proxy statement dated November 10, 2003,
filed with the Securities and Exchange Commission.

         On December 16, 2003, we acquired all of the issued and outstanding
common stock of Hatch Imports, Inc. for $7.5 million dollars in cash. Hatch
designs, imports and distributes a variety of specialty gloves and accessories,
including goggles, hoods, riot gear and bags for law enforcement, military,
corrections, medical, safety and other markets.

          In connection with our acquisition of Simula, we formed our Aerospace
and Defense Group to consolidate our military and government business. The
Aerospace and Defense Group is comprised of the recently acquired Simula
business and our military and government business that was previously conducted
through our Mobile Security Division. For more information regarding the
Aerospace and Defense Group, please see the section entitled "The Company"
included in this prospectus.

          Second Chance Body Armor, Inc., a body armor manufacturer and
competitor to Armor Holdings, has notified its customers of a potential safety
issue with their Ultima(R) and Ultimax(R) models. Second Chance Body Armor has
claimed that Zylon(R) fiber, which is made by Toyobo, a Japanese corporation,
and used in the ballistic fabric construction of those two models, degraded more
rapidly than originally anticipated. Second Chance Body Armor has also stated
that the Zylon(R) degradation problem affects the entire body armor industry,
not just their products. Both private claimants and State Attorneys General have
already commenced legal action against Second Chance Body Armor based upon its
Ultima(R) and Ultimax(R) model vests. Second Chance Body Armor licenses from
Simula a certain patented technology which is used in the body armor it
manufactures, but to our knowledge, no lawsuit has yet been brought against
Second Chance Body Armor based upon this licensed technology.

          We use Zylon(R) fiber in a number of concealable body armor models for
law enforcement, but our design approach and construction are very different. We
have been testing our Zylon(R)-based vests

                                       8
since their 2000 introduction and to date these tests of our Zylon(R)-based
vests show no unanticipated degradation in ballistic performance. In addition,
to our knowledge, no other body armor manufacturer has reported or experienced
similar problems as those cited by Second Chance Body Armor. Finally, the
National Institute of Justice tests and certifies each of our body armor designs
before we begin to produce or sell any particular model.

          Following the Second Chance Body Armor assertions, several key law
enforcement associations have raised the issue to the U.S. Department of Justice
and Attorney General's Office. The U.S. Attorney General has asked the U.S.
Department of Justice to investigate the concerns and produce information to
clarify the issues. We support the Attorney General's directive and the
investigation.

          As Simula has licensed its technology to Second Chance Body Armor, it
may be impacted by the pending claims against Second Chance Body Armor and the
investigation being conducted by the U.S. Department of Justice.

                                      * * *

          Our principal executive offices are located at 1400 Marsh Landing
Parkway, Suite 112, Jacksonville, Florida 32250.

                                       9
RISK FACTORS

          Prospective purchasers of the Common Stock should consider carefully
the following risk factors relating to the business of the Company, together
with the information and financial data set forth elsewhere in this Prospectus
or incorporated herein by reference, prior to making an investment decision.
This Prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. Such
statements are indicated by words or phrases such as "anticipate," "estimate,"
"project," "management believes," "we believe" and similar words or phrases.
Such statements are based on current expectations and are subject to risks,
uncertainties and assumptions. Certain of these risks are described below.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated or projected.

                          RISKS RELATED TO OUR INDUSTRY

THE PRODUCTS WE SELL ARE INHERENTLY RISKY AND COULD GIVE RISE TO PRODUCT
LIABILITY CLAIMS.

         The products we manufacture are used in applications where the failure
to use such products for their intended purposes, the failure to use them
properly, or their malfunction, could result in serious bodily injury or death.
Our products include: body armor designed to protect against ballistic and sharp
instrument penetration; less-lethal products such as less-lethal munitions,
pepper sprays, distraction devices and flameless expulsion grenades; various
models of police batons made of wood, alloy steel, acetate, aluminum and
polycarbonate products; vehicle and hard armoring systems; and police duty gear.

         Claims have been made and are pending against certain of our
subsidiaries, involving permanent physical injury and death caused by
self-defense sprays and other munitions intended to be less-lethal. In addition,
the manufacture and sale of certain less-lethal products may be the subject of
product liability claims arising from the design, manufacture or sale of such
goods. If these claims are decided against us and we are found to be liable, we
may be required to pay substantial damages and our insurance costs may increase
significantly as a result. Also, a significant or extended lawsuit, such as a
class action, could also divert significant amounts of management's time and
attention. We cannot assure you that our insurance coverage would be sufficient
to cover the payment of any potential claim. In addition, we cannot assure you
that this or any other insurance coverage will continue to be available or, if
available, that we will be able to obtain it at a reasonable cost. Our cost of
obtaining insurance coverage has risen substantially since September 11, 2001.
Any material uninsured loss could have a material adverse effect on our
business, financial condition and results of operations. In addition, the
inability to obtain product liability coverage would prohibit us from bidding
for orders from certain governmental customers since, at present, many bids from
governmental entities require such coverage, and any such inability would have a
material adverse effect on our business, financial condition and results of
operations.

                                       10
Both private claimants and State Attorneys General have already
commenced legal action against Second Chance Body Armor based upon its Ultima(R)
and Ultimax(R) model vests. Second Chance Body Armor licenses from Simula a
certain patented technology which is used in the body armor it manufactures, but
to our knowledge, no lawsuit has yet been brought against Second Chance Body
Armor based upon this licensed technology. In addition, the U.S. Attorney
General has asked the U.S. Department of Justice to investigate the claims
regarding the Zylon(R) vests. As Simula has licensed its technology to Second
Chance Body Armor, it may be impacted by the pending claims against Second
Chance Body Armor and the investigation being conducted by the U.S. Department
of Justice. If Simula is included in the claims pending against Second Chance
Body Armor and the investigation being conducted by the U.S. Department of
Justice, we cannot assure you that any judgment, settlement or resolution
against Simula will not have a material adverse effect on Simula's business,
financial condition and results of operations.

WE ARE SUBJECT TO EXTENSIVE GOVERNMENT REGULATION AND OUR FAILURE OR INABILITY
TO COMPLY WITH THESE REGULATIONS COULD MATERIALLY RESTRICT OUR OPERATIONS AND
SUBJECT US TO SUBSTANTIAL PENALTIES.

         We are subject to federal licensing requirements with respect to the
sale in foreign countries of certain of our products. In addition, we are
obligated to comply with a variety of federal, state and local regulations
governing certain aspects of our operations and workplace, including regulations
promulgated by, among others, the U.S. Departments of Commerce, State and
Transportation, the U.S. Environmental Protection Agency and the U.S. Bureau of
Alcohol, Tobacco and Firearms. Additionally, the failure to obtain applicable
governmental approval and clearances could adversely affect our ability to
continue to service the government contracts we maintain. Furthermore, we have
material contracts with governmental entities and are subject to rules,
regulations and approvals applicable to government contractors. We are also
subject to routine audits to assure our compliance with these requirements. Our
failure to comply with these contract terms, rules or regulations could expose
us to substantial penalties, including the loss of these contracts and
disqualification as a U.S. government contractor.

         Like other companies operating internationally, we are subject to the
Foreign Corrupt Practices Act and other laws which prohibit improper payments to
foreign governments and their officials by U.S. and other business entities. We
operate in countries known to experience endemic corruption. Our extensive
operations in such countries creates the risk of an unauthorized payment by an
employee or agent of ours which would be in violation of various laws including
the Foreign Corrupt Practices Act. Violations of the Foreign Corrupt Practices
Act may result in severe criminal penalties which could have a material adverse
effect on our business, financial condition and results of operations.

WE HAVE SIGNIFICANT INTERNATIONAL OPERATIONS AND ASSETS AND ARE THEREFORE
SUBJECT TO ADDITIONAL FINANCIAL AND REGULATORY RISKS.

         We sell our products and services in foreign countries and seek to
increase our level of international business activity. Our overseas operations
are subject to various risks, including: U.S.-imposed embargoes of sales to
specific countries (which could prohibit sales of our products there); foreign
import controls (which may be arbitrarily imposed and enforced and which could
interrupt our supplies or prohibit customers from purchasing our products);
exchange rate fluctuations; dividend remittance restrictions; expropriation of
assets; war, civil uprisings and riots; government instability; the necessity of
obtaining government approvals for both new and continuing operations; and legal
systems of decrees, laws, taxes, regulations, interpretations and court
decisions that are not always fully developed and that may be retroactively or
arbitrarily applied.

         One component of our strategy is to expand our operations into selected
international markets. Military procurement, for example, has traditionally had
a large international base. Countries in which we are actively marketing include
Germany, Canada, France, Italy, the United Kingdom, Norway, Japan,

                                       11
India, Korea and Australia. We, however, may be unable to execute our business
model in these markets or new markets. Further, foreign providers of competing
products and services may have a substantial advantage over us in attracting
consumers and businesses in their country due to earlier established businesses
in that country, greater knowledge with respect to the cultural differences of
consumers and businesses residing in that country and/or their focus on a single
market. We expect to continue to experience higher costs as a percentage of
revenues in connection with the development and maintenance of international
products and services. In pursuing our international expansion strategy, we face
several additional risks, including:

          o    foreign laws and regulations, which may vary country by country,
               that may impact how we conduct our business;

          o    higher costs of doing business in foreign countries, including
               different employment laws;

          o    potential adverse tax consequences if taxing authorities in
               different jurisdictions worldwide disagree with their
               interpretation of various tax laws or their determinations as to
               the income and expenses attributable to specific jurisdictions,
               which could result in our paying additional taxes, interest and
               penalties;

          o    technological differences that vary by marketplace, which we may
               not be able to support;

          o    longer payment cycles and foreign currency fluctuations;

          o    economic downturns; and

          o    revenue growth outside of the United States may not continue at
               the same rate if it is determined that we have already launched
               our products and services in the most significant markets.

         We may also be subject to unanticipated income taxes, excise duties,
import taxes, export taxes or other governmental assessments. In addition, a
percentage of the payments to us in our international markets are often in local
currencies. Although most of these currencies are presently convertible into
U.S. dollars, we cannot be sure that convertibility will continue. Even if
currencies are convertible, the rate at which they convert is subject to
substantial fluctuation. Our ability to transfer currencies into or out of local
currencies may be restricted or limited. Any of these events could result in a
loss of business or other unexpected costs which could reduce revenue or profits
and have a material adverse effect on our business, financial condition and
results of operations.

         We routinely operate in areas where local government policies regarding
foreign entities and the local tax and legal regimes are often uncertain, poorly
administered and in a state of flux. We cannot, therefore, be certain that we
are in compliance with, or will be protected by, all relevant local laws and
taxes at any given point in time. A subsequent determination that we failed to
comply with relevant local laws and taxes could have a material adverse effect
on our business, financial condition and results of operations.

         One or more of these factors could adversely effect our future
international operations and, consequently, could have a material adverse effect
on our business, financial condition and results of operation.

                          RISKS RELATED TO OUR BUSINESS

THERE ARE LIMITED SOURCES FOR SOME OF OUR RAW MATERIALS WHICH MAY SIGNIFICANTLY
CURTAIL OUR MANUFACTURING OPERATIONS.

                                       12
The raw materials that we use in manufacturing ballistic resistant
garments and Up-Armored vehicles include: SpectraShield, a patented product of
Honeywell, Inc.; Z-Shield, a patented product of Honeywell, Inc.; Zylon, a
patented product of Toyobo Co., Ltd.; Kevlar, a patented product of E.I. du Pont
de Nemours Co., Inc. ("Du Pont"); and Twaron, a patented product of Akzo-Nobel
Fibers, B.V. We purchase these materials in the form of woven cloth from five
independent weaving companies. In the event Du Pont or its licensee in Europe
cease, for any reason, to produce and sell Kevlar, we would utilize these other
ballistic resistant materials as a substitute. However, none of Spectrashield,
Twaron, Z-Shield or Zylon is expected to become a complete substitute for Kevlar
in the near future. We enjoy a good relationship with our suppliers of Kevlar,
SpectraShield, Twaron, Z-Shield and Zylon. The use of Zylon and Z-Shield in the
design of ballistic resistant vests is a recent technological advancement that
is subject to continuing development and study. Toyobo is the only producer of
Zylon, and Honeywell is the only producer of Z-Shield. Should these materials
become unavailable for any reason, we would be unable to replace them with
materials of like weight and strength. Thus, if our supply of any of these
materials were cut off or if there were a material increase in the prices of
these materials, our manufacturing operations could be severely curtailed and
our business, financial condition and results of operations would be materially
adversely affected.

THE LOSS OF, OR A SIGNIFICANT REDUCTION IN, U.S. MILITARY BUSINESS WOULD HAVE A
MATERIAL ADVERSE EFFECT ON US.

         U.S. military contracts account for a significant portion of the
business of our Aerospace and Defense Group. The U.S. military funds these
contracts in annual increments. These contracts require subsequent authorization
and appropriation that may not occur or that may be greater than or less than
the total amount of the contract. Changes in the U.S. military's budget,
spending allocations, and the timing of such spending could adversely affect our
ability to receive future contracts. None of our contracts with the U.S.
military have a minimum purchase commitment and the U.S. military generally has
the right to cancel its contracts unilaterally without prior notice. Our
Aerospace and Defense Group is the sole-source provider to the U.S. military for
up-armoring of the U.S. military's High Mobility Multi-purpose Wheeled Vehicles
("HMMWV"). Up-Armored HMMWVs, and related programs such as maintenance, spare
parts and engineering services associated with Up-Armored HMMWVs, accounted for
approximately 46.99% of the sales of the Aerospace and Defense Group in 2003 on
a pro forma basis after giving effect to our acquisition of Simula. The HMMWVs
are manufactured by AM General Corporation under separate U.S. military
contracts. Should production or deliveries of HMMWVs be significantly
interrupted, or should other single source suppliers significantly interrupt
deliveries of our components for up-armoring the HMMWVs, we will not be able to
deliver such up-armoring systems for the HMMWVs to the U.S. military on
schedule, which could have a material adverse effect on our business, financial
condition and results of operations.

WE MAY LOSE MONEY OR GENERATE LESS THAN EXPECTED PROFITS ON OUR FIXED-PRICE
CONTRACTS.

         Some of our government contracts provide for a predetermined, fixed
price for the products we make regardless of the costs we incur. Therefore,
fixed-price contracts require us to price our contracts by forecasting our
expenditures. When making proposals for fixed-price contracts, we rely on our
estimates of costs and timing for completing these projects. These estimates
reflect management's judgments regarding our capability to complete projects
efficiently and timely. Our production costs may, however, exceed forecasts due
to unanticipated delays or increased cost of materials, components, labor,
capital equipment or other factors. Therefore, we may incur losses on fixed
price contracts that we had expected to be profitable, or such contracts may be
less profitable than expected, which could have a material adverse effect on our
business, financial condition and results of operations.

                                       13
OUR BUSINESS IS SUBJECT TO VARIOUS LAWS AND REGULATIONS FAVORING THE U.S.
GOVERNMENT'S CONTRACTUAL POSITION, AND OUR FAILURE TO COMPLY WITH SUCH LAWS AND
REGULATIONS COULD HARM OUR OPERATING RESULTS AND PROSPECTS.

         As a contractor to the U.S. government, we must comply with laws and
regulations relating to the formation, administration and performance of the
federal government contracts that affect how we do business with our clients and
may impose added costs on our business. These rules generally favor the U.S.
government's contractual position. For example, these regulations and laws
include provisions that subject contracts we have been awarded to:

          o    protest or challenge by unsuccessful bidders; and

          o    unilateral termination, reduction or modification by the
               government.

         The accuracy and appropriateness of certain costs and expenses used to
substantiate our direct and indirect costs for the U.S. government under both
cost-plus and fixed-price contracts are subject to extensive regulation and
audit by the Defense Contract Audit Agency, an arm of the U.S. Department of
Defense. Responding to governmental audits, inquiries or investigations may
involve significant expense and divert management's attention. Our failure to
comply with these or other laws and regulations could result in contract
termination, suspension or debarment from contracting with the federal
government, civil fines and damages and criminal prosecution and penalties, any
of which could have a material adverse effect on our business, financial
condition and results of operations.

OUR MARKETS ARE HIGHLY COMPETITIVE AND IF WE ARE UNABLE TO COMPETE EFFECTIVELY,
WE WILL BE ADVERSELY AFFECTED.

         The markets in which we operate include a large number of competitors
ranging from small businesses to multinational corporations and are highly
competitive. Competitors who are larger, better financed and better known than
us may compete more effectively than we can. In order to stay competitive in our
industry, we must keep pace with changing technologies and client preferences.
If we are unable to differentiate our services from those of our competitors,
our revenues may decline. In addition, our competitors have established
relationships among themselves or with third parties to increase their ability
to address client needs. As a result, new competitors or alliances among
competitors may emerge and compete more effectively than we can. There is also a
significant industry trend towards consolidation, which may result in the
emergence of companies which are better able to compete against us.

OUR RESOURCES MAY BE INSUFFICIENT TO MANAGE THE DEMANDS IMPOSED BY OUR GROWTH.

         We have rapidly expanded our operations, and this growth has placed
significant demands on our management, administrative, operating and financial
resources. The continued growth of our customer base, the types of services and
products offered and the geographic markets served can be expected to continue
to place a significant strain on our resources. In addition, we cannot easily
identify and hire personnel qualified both in the provision and marketing of our
security services and products. Our future performance and profitability will
depend in large part on: our ability to attract and retain additional management
and other key personnel; our ability to implement successful enhancements to our
management, accounting and information technology systems; and our ability to
adapt those systems, as necessary, to respond to growth in our business.

MANY OF OUR CUSTOMERS HAVE FLUCTUATING BUDGETS WHICH MAY CAUSE SUBSTANTIAL
FLUCTUATIONS IN OUR RESULTS OF OPERATIONS.

                                       14
Customers for our products include federal, state, municipal, foreign
and military, law enforcement and other governmental agencies. Government tax
revenues and budgetary constraints, which fluctuate from time to time, can
affect budgetary allocations for these customers. Many domestic and foreign
government agencies have in the past experienced budget deficits that have led
to decreased spending in defense, law enforcement and other military and
security areas. Our results of operations may be subject to substantial
period-to-period fluctuations because of these and other factors affecting
military, law enforcement and other governmental spending. For example, we
attribute part of the decline in our Products Division revenue during the first
quarter of 2001 with the timing of the Bulletproof Vest Partnership Act, which
provides federal matching funds to law enforcement agencies purchasing bullet
resistant vests. We believe that many agencies delayed their purchasing
decisions during the first quarter of 2001 until such federal funds were fully
allocated. A reduction of funding for federal, state, municipal, foreign and
other governmental agencies could have a material adverse effect on sales of our
products and our business, financial condition and results of operations.

WE MAY BE UNABLE TO PROTECT OUR PROPRIETARY TECHNOLOGY, INCLUDING THE
TECHNOLOGIES WE USE TO FURNISH THE UP-ARMORING OF HMMWVS.

         We are dependent upon a variety of methods and techniques that we
regard as proprietary trade secrets. We are also dependent upon a variety of
trademarks, service marks and designs to promote brand name development and
recognition. We rely on a combination of trade secret, copyright, patent,
trademark, unfair competition and other intellectual property laws as well as
contractual agreements to protect our rights to such intellectual property. Due
to the difficulty of monitoring unauthorized use of and access to intellectual
property, however, such measures may not provide adequate protection. It is
possible that our competitors may access our intellectual property and
proprietary information and use it to their advantage. In addition, there can be
no assurance that courts will always uphold our intellectual property rights, or
enforce the contractual arrangements that we have entered into to protect our
proprietary technology. Any unenforceability or misappropriation of our
intellectual property could have a material adverse effect on our business,
financial condition and results of operations. Furthermore, we cannot assure you
that any pending patent application or trademark application made by us will
result in an issued patent or registered trademark, or that, if a patent is
issued, it will provide meaningful protection against competitors or competitor
technologies. In addition, if we bring or become subject to litigation to defend
against claimed infringement of our rights or of the rights of others or to
determine the scope and validity of our intellectual property rights, such
litigation could result in substantial costs and diversion of our resources
which could have a material adverse effect on our business, financial condition
and results of operations. Unfavorable results in such litigation could also
result in the loss or compromise of our proprietary rights, subject us to
significant liabilities, require us to seek licenses from third parties on
unfavorable terms, or prevent us from manufacturing or selling our products, any
of which could have a material adverse effect on our business, financial
condition and results of operations.

TECHNOLOGICAL ADVANCES, THE INTRODUCTION OF NEW PRODUCTS, AND NEW DESIGN AND
MANUFACTURING TECHNIQUES COULD ADVERSELY AFFECT OUR OPERATIONS UNLESS WE ARE
ABLE TO ADAPT TO THE RESULTING CHANGE IN CONDITIONS.

         Our future success and competitive position depend to a significant
extent upon our proprietary technology. We must make significant investments to
continue to develop and refine our technologies. We will be required to expend
substantial funds for and commit significant resources to the conduct of
continuing research and development activities, the engagement of additional
engineering and other technical personnel, the purchase of advanced design,
production and test equipment, and the enhancement of design and manufacturing
processes and techniques. Our future operating results will depend to a
significant extent on our ability to continue to provide design and
manufacturing services for new products that compare favorably on the basis of
time to introduction, cost and performance with the design and manufacturing
capabilities. The success of new design and manufacturing services depends

                                       15
on various factors, including utilization of advances in technology, innovative
development of new solutions for customer products, efficient and cost-effective
services, timely completion and delivery of new product solutions and market
acceptance of customers' end products. Because of the complexity of our
products, we may experience delays from time to time in completing the design
and manufacture of new product solutions. In addition, there can be no assurance
that any new product solutions will receive or maintain customer or market
acceptance. If we were unable to design and manufacture solutions for new
products of our customers on a timely and cost-effective basis, such inability
could have a material adverse effect on our business, financial condition and
results of operations.

ARMOR HOLDINGS IS DEPENDENT ON INDUSTRY RELATIONSHIPS.

         A number of our products are components in our customers' final
products. Accordingly, to gain market acceptance, we must demonstrate that our
products will provide advantages to the manufacturers of final products,
including increasing the safety of their products, providing such manufacturers
with competitive advantages or assisting such manufacturers in complying with
existing or new government regulations affecting their products. There can be no
assurance that our products will be able to achieve any of these advantages for
the products of our customers. Furthermore, even if we are able to demonstrate
such advantages, there can be no assurance that such manufacturers will elect to
incorporate our products into their final products, or if they do, that our
products will be able to meet such customers' manufacturing requirements.
Additionally, there can be no assurance that our relationships with our
manufacturer customers will ultimately lead to volume orders for our products.
The failure of manufacturers to incorporate our products into their final
products could have a material adverse effect on our business, financial
condition and results of operations.

WE MAY BE UNABLE TO COMPLETE OR INTEGRATE ACQUISITIONS EFFECTIVELY, IF AT ALL,
AND AS A RESULT MAY INCUR UNANTICIPATED COSTS OR LIABILITIES OR OPERATIONAL
DIFFICULTIES.

         We intend to grow through the acquisition of businesses and assets that
will complement our current businesses. We cannot be certain that we will be
able to identify attractive acquisition targets, obtain financing for
acquisitions on satisfactory terms or successfully acquire identified targets.
Furthermore, we may have to divert our management's attention and our financial
and other resources from other areas of our business. Our inability to implement
our acquisition strategy successfully may hinder the expansion of our business.
Because we depend in part on acquiring new businesses and assets to develop and
offer new products, failure to implement our acquisition strategy may also
adversely affect our ability to offer new products in line with industry trends.

         We may not be successful in integrating acquired businesses into our
existing operations. Integration may result in unanticipated liabilities or
unforeseen operational difficulties, which may be material, or require a
disproportionate amount of management's attention. Acquisitions may result in us
incurring additional indebtedness or issuing preferred stock or additional
common stock. Competition for acquisition opportunities in the industry may
rise, thereby increasing our cost of making acquisitions or causing us to
refrain from making further acquisitions. In addition, the terms and conditions
of our secured revolving credit facility and the indenture governing our 8 1/4%
Senior Subordinated Notes impose restrictions on us that, among other things,
restrict our ability to make acquisitions.

WE MAY BE ADVERSELY AFFECTED BY APPLICABLE ENVIRONMENTAL LAWS.

         We are subject to federal, state, local and foreign laws and
regulations governing the protection of the environment and human health,
including those regulating discharges to the air and water, the management of
wastes, and the control of noise and odors. We cannot assure you that we are at
all times in complete compliance with all such requirements. Like all companies
in our industry, we are subject to potentially significant fines or penalties if
we fail to comply with environmental requirements.

                                       16
Environmental requirements are complex, change frequently, and could become more
stringent in the future. Accordingly, we cannot assure you that these
requirements will not change in a manner that will require material capital or
operating expenditures or will otherwise have a material adverse effect on us in
the future. In addition, we are also subject to environmental laws requiring the
investigation and clean-up of environmental contamination. We may be subject to
liability, including liability for clean-up costs, if contamination is
discovered at one of our current or former facilities, in some circumstances
even if such contamination was caused by a third party such as a prior owner. We
also may be subject to liability if contamination is discovered at a landfill or
other location where we have disposed of wastes, notwithstanding that its
historic disposal practices may have been in accordance with all applicable
requirements. We use Orthochlorabenzalmalononitrile and Chloroacetophenone
chemical agents in connection with our production of tear gas, and these
chemicals are hazardous and could cause environmental damage if not handled and
disposed of properly. Moreover, private parties may bring claims against us
based on alleged adverse health impacts or property damage caused by our
operations. The amount of liability for cleaning up contamination or defending
against private party claims could be material.

                        RISKS RELATED TO OUR COMMON STOCK

DELAWARE LAW MAY LIMIT POSSIBLE TAKEOVERS.

         Our certificate of incorporation makes us subject to the anti-takeover
provisions of Section 203 of the Delaware General Corporation Law. In general,
Section 203 prohibits publicly-held Delaware corporations to which it applies
from engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless the business combination is approved in
a prescribed manner. This provision could discourage others from bidding for our
shares and could, as a result, reduce the likelihood of an increase in our stock
price that would otherwise occur if a bidder sought to buy our stock.

OUR CERTIFICATE OF INCORPORATION AUTHORIZES THE ISSUANCE OF SHARES OF BLANK
CHECK PREFERRED STOCK.

         Our certificate of incorporation provides that our board of directors
will be authorized to issue from time to time, without further stockholder
approval, up to 5,000,000 shares of preferred stock in one or more series and to
fix or alter the designations, preferences, rights and any qualifications,
limitations or restrictions of the shares of each series, including the dividend
rights, dividend rates, conversion rights, voting rights, terms of redemption,
including sinking fund provisions, redemption price or prices, liquidation
preferences and the number of shares constituting any series or designations of
any series. Such shares of preferred stock could have preferences over our
common stock with respect to dividends and liquidation rights. We may issue
additional preferred stock in ways which may delay, defer or prevent a change in
control of us without further action by our stockholders. Such shares of
preferred stock may be issued with voting rights that may adversely affect the
voting power of the holders of our common stock by increasing the number of
outstanding shares having voting rights, and by the creation of class or series
voting rights.

THE MARKET PRICE FOR OUR COMMON STOCK IS VOLATILE.

         The market price for our common stock may be highly volatile. We
believe that a variety of factors, including announcements by us or our
competitors, quarterly variations in financial results, trading volume, general
market trends and other factors, could cause the market price of our common
stock to fluctuate substantially. Additionally, due to our relatively modest
size, our winning or losing a large contract may have the effect of distorting
our overall financial results.

                                       17
WE MAY ISSUE A SUBSTANTIAL AMOUNT OF OUR COMMON STOCK IN CONNECTION WITH FUTURE
ACQUISITIONS AND THE SALE OF THOSE SHARES COULD ADVERSELY AFFECT OUR STOCK
PRICE.

         As part of our acquisition strategy, we anticipate issuing additional
shares of common stock as consideration for such acquisitions. To the extent
that we are able to grow through acquisitions and issue our shares of common
stock as consideration, the number of outstanding shares of common stock that
will be eligible for sale in the future is likely to increase substantially.
Persons receiving shares of our common stock in connection with these
acquisitions may be more likely to sell large quantities of their common stock
that may influence the price of our common stock. In addition, the potential
issuance of additional shares in connection with anticipated acquisitions could
lessen demand for our common stock and result in a lower price than would
otherwise be obtained.

OUR STOCK PRICE MAY BE ADVERSELY AFFECTED WHEN ADDITIONAL SHARES ARE SOLD.

         If our stockholders sell substantial amounts of our common stock in the
public market, the market price of our common stock could fall. These sales
might make it more difficult for us to sell equity or equity-related securities
in the future at a time and price that we deem appropriate and may require us to
issue greater amounts of our common stock to finance such acquisition.
Additional shares sold to finance acquisitions may dilute our earnings per share
if the new operations' earnings are disappointing.

WE CURRENTLY DO NOT INTEND TO PAY DIVIDENDS.

         We have never declared or paid cash dividends on our common stock and
currently do not intend to pay any cash dividends on our common stock. We
currently intend to retain any earnings for working capital, repayment of
indebtedness, capital expenditures and general corporate purposes. Our new
senior credit facility and indenture regarding our 8 1/4% senior subordinated
notes contain restrictions on its ability to pay dividends or make other
distributions.

ARMOR HAS A HIGH LEVEL OF DEBT.

         As of September 30, 2003, Armor's outstanding debt was approximately
$168.1 million, of which $147.5 million represents Armor's 8 1/4% Notes. Armor
is obligated to repay aggregate principal in the amount of $150 million on the 8
1/4% Notes upon maturity or acceleration thereof. Effective as of September 2,
2003, Armor completed a series of interest rate swaps on its 8 1/4% Notes. The
interest rate swaps convert the 8 1/4% fixed coupon on the notes to a variable
rate equal to six-month LIBOR, set in arrears, plus a spread ranging from 2.735%
to 2.75%.

         Armor's high level of debt could have important consequences to you and
to us. For example:

         No payment of any kind may be made to Armor's common stockholders
without first meeting its obligations under the 8 1/4% Notes;

         Armor may become more vulnerable to general adverse economic and
industry conditions and adverse changes in governmental regulations;

         Armor may have to dedicate a substantial portion of its cash flow from
operations to make payments on the 8 1/4% Notes, reducing the availability of
cash flow to fund future capital expenditures, working capital, execution of
Armor's growth strategy, research and development costs and other general
corporate requirements;

         Armor may have limited flexibility in planning for, or reacting to,
changes in its business and its industry, which may place Armor at a competitive
disadvantage compared with competitors that have less debt or more financial
resources; and

                                       18
Armor may have limited ability to borrow additional funds, even when
necessary to maintain adequate liquidity.

         The terms of Armor's secured revolving credit facility and the
indenture governing the 8 1/4% Notes will allow Armor to incur substantial
amounts of additional debt, subject to certain limitations. Armor might incur
additional debt for various reasons, including to pay for additional
acquisitions that Armor may make and assuming debt of companies that it may
acquire.

FOR ALL OF THE FOREGOING REASONS AND OTHERS SET FORTH IN THIS PROSPECTUS, THE
SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. ANY PERSON CONSIDERING
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY SHOULD BE AWARE OF THESE AND
OTHER FACTORS SET FORTH IN THIS PROSPECTUS. THE SECURITIES SHOULD BE PURCHASED
ONLY BY PERSONS WHO CAN AFFORD A TOTAL LOSS OF THEIR INVESTMENT IN THE COMPANY.

                           FORWARD-LOOKING STATEMENTS

         This prospectus, as well as information incorporated by reference in
this prospectus, contains forward-looking statements that involve risks and
uncertainties. Some of the forward-looking statements appear under "Risk
Factors." These statements relate to future events of our future financial
performance. In some cases you can identify forward-looking statements by
terminology such as "may," "would," "will,", "should," "could," "expects,"
"plans," "anticipates," "believes," "estimates," "predicts," "potential,"
"continue," or the negative of these terms or other comparable terminology.
These statements are only predictions. Actual events or results may differ
materially. In evaluating these statements, you should specifically consider
various factors, including the risks outlined in the Risk Factors section of
this prospectus. These factors may cause our actual results to differ materially
from any forward-looking statement. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements.

                                       19
SELLING STOCKHOLDERS

                  This prospectus relates to Shares that are being registered
for reoffers and resales by Selling Stockholders who have acquired or may
acquire Shares pursuant to each of the Plans. The Selling Stockholders may
resell any or all of the Shares at any time they choose while this prospectus is
effective.

                  Executive officers and directors, their family members, trusts
for their benefit, or entities that they own, that acquire Common Stock under
the Plans may be added to the Selling Stockholder list below by a prospectus
supplement filed with the SEC. The number of Shares to be sold by any Selling
Stockholder under this prospectus also may be increased or decreased by a
prospectus supplement. Non-affiliates who purchased restricted securities, as
these terms are defined in rule 144(a) under the Securities Act, under any of
our employee benefit plans and who are not named below may use this prospectus
for the offer or sale of their Common Stock if they hold 1,000 shares or less.
Although a person's name is included in the table below, neither that person nor
we are making an admission that the named person is our "affiliate."

                  The information in the table below sets forth, for each
Selling Stockholder, based upon information available to us as of December 30,
2003, the number of shares of our Common Stock beneficially owned before and
after the sale of the Shares, the maximum number of Shares to be sold and the
percentage of the outstanding shares of our Common Stock owned after the sale of
the Shares. We have not been informed whether any Selling Stockholders intend to
sell any Shares. The inclusion of Shares in the table below does not constitute
a commitment to sell any Shares.
NUMBER OF      PERCENTAGE OF
                                                     NUMBER OF                     SHARES TO BE    COMMON STOCK TO
                                                       SHARES                      BENEFICIALLY    BE BENEFICIALLY
                              RELATIONSHIPS TO      BENEFICIALLY   SHARES TO BE     OWNED AFTER    OWNED AFTER THE
NAME OF SELLER                  THE COMPANY          OWNED (1)       SOLD (2)      THE OFFERING      OFFERING (1)
--------------                  -----------          ---------       --------      ------------      ------------
Warren B. Kanders and      Chairman of the Board     2,515,655(3)   1,220,447(4)        2,315,655        8.1%
Kanders Florida               of Directors and
Holdings, Inc.                Chief Executive
                                  Officer

Robert R. Schiller            Chief Operating          284,116(5)     505,223(6)          284,116        1.0%
                               Officer, Chief
                             Financial Officer,
                               and Secretary

Stephen E. Croskrey         President and Chief        259,116(7)     202,089(8)          159,116         *
                            Executive Officer -
                               Armor Holdings
                             Products Division

Robert F. Mecredy            President - Armor          18,466(9)    106,000(10)           16,666         *
                            Holdings Aerospace &
                               Defense Group

Nicholas Sokolow                  Director            208,700(11)     27,500(12)          188,700         *

Burtt R. Ehrlich                  Director            146,650(13)     26,000(14)          127,400         *

Thomas W. Strauss                 Director            138,500(15)     24,500(16)          120,000         *

Alair A. Townsend                 Director            109,716(17)     24,500(18)           91,216         *

Deborah A. Zoullas                Director             16,000(19)     42,000(20)                0         *

Carol Pelosi               non-executive employee       2,916(21)      5,000(22)                0         *
*    Less than 1%

                                       20
(1)  Based on 28,262,145 Shares of Common Stock outstanding as of December 30,
     2003. As used in this table, a beneficial owner of a security includes any
     person who, directly or indirectly, through contract, arrangement,
     understanding, relationship or otherwise has or shares (a) the power to
     vote, or direct the voting of, such security or (b) investment power which
     includes the power to dispose, or to direct the disposition of, such
     security. In addition, a person is deemed to be the beneficial owner of a
     security if that person has the right to acquire beneficial ownership of
     such security within 60 days.

(2)  Represents the maximum number of Shares issued under each of the 2002
     Incentive Plan and the 2002 Executive Plan that could be sold under this
     prospectus if the holder sold all of his or her Shares, exercised all of
     his or her options when vested and sold the underlying Shares. Does not
     constitute a commitment to sell any or all of the stated number of Shares.
     The number of Shares to be sold shall be determined from time to time by
     each Selling Stockholder in his or her discretion.

(3)  Of such shares, Kanders Florida Holdings, Inc., of which Mr. Kanders is the
     sole stockholder and sole director, owns 2,098,395 shares. Includes options
     held by Mr. Kanders to purchase 437,500 shares of common stock. Excludes
     unvested restricted stock awards of 110,447 shares and a vested deferred
     restricted stock award of 200,000 shares granted to Mr. Kanders over which
     Mr. Kanders does not have voting or dispositive power and unvested options
     to purchase 685,000 shares of common stock. Also includes 4,760 shares
     owned by Mr. Kanders' children, of which Mr. Kanders disclaims beneficial
     ownership.

(4)  Includes 10,447 shares of restricted stock held by Kanders Florida
     Holdings, Inc., 100,000 shares of restricted stock held by Mr. Kanders and
     a vested deferred restricted stock award of 200,000 shares held by Mr.
     Kanders. Also includes options held by Mr. Kanders to acquire 910,000
     shares of common stock.

(5)  Includes options to purchase 275,000 shares of common stock. Excludes
     unvested restricted stock awards of 105,223 shares and a vested deferred
     restricted stock award of 200,000 shares granted to Mr. Schiller over which
     Mr. Schiller does not have voting or dispositive power and unvested options
     to purchase 350,000 shares of common stock.

(6)  Includes 105,223 shares of restricted stock and 200,000 shares of a vested
     deferred restricted stock award. Also includes options held by Mr. Schiller
     to acquire 250,000 shares of common stock.

(7)  Includes options to purchase 250,000 shares of common stock. Excludes
     unvested restricted stock awards of 2,089 shares granted to Mr. Croskrey
     over which Mr. Croskrey does not have voting or dispositive power and
     unvested options to purchase 100,000 shares of common stock.

(8)  Includes 2,089 shares of restricted stock and options to purchase 200,000
     shares of common stock.

(9)  Includes options to purchase 16,666 shares of common stock. Excludes
     unvested restricted stock awards of 4,200 shares granted to Mr. Mecredy
     over which Mr. Mecredy does not have voting or dispositive power and
     unvested options to acquire 108,334 shares of common stock.

(10) Consists of restricted stock awards of 6,000 shares granted to Mr. Mecredy
     and options to acquire 100,000 shares of common stock.

(11) Includes options to purchase 127,500 shares of common stock. Also includes
     60,000 shares owned by S.T. Investors Fund, LLC, a limited liability
     company of which Mr. Sokolow is a member, 10,000 shares owned by Mr.
     Sokolow's profit sharing plan and 11,200 shares held for the benefit of Mr.
     Sokolow's children and of which Mr. Sokolow disclaims beneficial ownership.

(12) Consists of options to purchase 27,500 shares of common stock.

(13) Includes options to purchase 51,750 shares of common stock. Also includes
     5,000 shares owned by Mr. Ehrlich's children and 6,500 shares in trust for
     the benefit of his children, of which Mr. Ehrlich's spouse is trustee, of
     which he disclaims beneficial ownership. Also includes 400 shares owned by
     Mr. Ehrlich's spouse's individual retirement account of which Mr. Ehrlich
     disclaims beneficial ownership.

(14) Consists of options to purchase 26,000 shares of common stock.

(15) Includes options to purchase 126,000 shares of common stock.

(16) Consists of options to purchase 24,500 shares of common stock.

                                       21
(17) Includes options to purchase 106,000 shares of common stock.

(18) Consists of options to purchase 24,500 shares of common stock.

(19) Consists of options to purchase 16,000 shares of common stock.

(20) Consists of options to purchase 42,000 shares of common stock.

(21) Excludes unvested options to acquire 4,584 shares of common stock.

(22) Includes options to acquire 2,084 shares of common stock.

                                       22
PLAN OF DISTRIBUTION

          The Selling Stockholders (or their pledgees, donees, transferees, or
other successors in interest) from time to time may sell all or a portion of the
Shares "at the market" to or through a marketmaker or into an existing trading
market, in private sales, including direct sales to purchasers, or otherwise at
prevailing market prices or at negotiated or fixed prices. By way of example,
and not by way of limitation, the Shares may be sold by one or more of the
following methods: (a) a block trade in which the broker or dealer so engaged
will attempt to sell the Shares as agent but may purchase and resell a portion
of the block as principal to facilitate the transaction; (b) purchases by a
broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) an exchange distribution in accordance
with the rules of such exchange; and (d) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In effecting sales,
brokers or dealers engaged by the seller may arrange for other brokers or
dealers to participate. Brokers or dealers will receive commissions or discounts
from the seller in amounts to be negotiated immediately prior to the sale. Such
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales. In addition, any securities covered by this Prospectus which qualify
for sale pursuant to Rule 144 under the Securities Act may be sold under Rule
144 rather than pursuant to this Prospectus.

          The Selling Stockholders may also enter into derivative transactions
with third parties. If the applicable prospectus supplement or post-effective
amendment indicates, in connection with those derivatives, the third parties may
sell securities covered by this prospectus and the applicable prospectus
supplement or post-effective amendment, including in short sale transactions. If
so, the third party may use securities pledged by the Selling Stockholders or
borrowed from the Selling Stockholders or others to settle those sales or to
close out any related open borrowings of stock, and may use securities received
from the Selling Stockholders in settlement of those derivatives to close out
any related open borrowings of stock. The third party in such sale transactions
may be deemed an underwriter and, if not identified in this prospectus, will be
identified in the applicable prospectus supplement (or a post-effective
amendment).

          The Selling Stockholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the Shares
against certain liabilities, including liabilities arising under the Securities
Act. Any commissions paid or any discounts or concessions allowed to any such
broker-dealer which purchases Shares as principal or any profits received on the
resale of such Shares may be deemed to be underwriting discounts and commissions
under the Securities Act.

          In order to comply with certain state securities law, if applicable,
the Common Stock will not be sold in a particular state unless the Common Stock
has been registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied with.

           Each Selling Stockholder will deliver a Prospectus in connection with
the sale of the Shares.

                                       23
EXPENSES

          All expenses of this Offering, including the expenses of the
registration of the Shares of Common Stock offered hereby, will be borne by us.
It is estimated that the total amount of such expenses will not exceed $40,000.

                                 USE OF PROCEEDS

          The Company will not realize any proceeds from the sale of the Common
Stock which may be sold pursuant to this prospectus for the respective accounts
of the Selling Stockholders. The Company, however, will derive proceeds from the
sale of stock to Selling Stockholders and upon the exercise of the options
granted to Selling Stockholders. All such proceeds will be available to the
Company for working capital and general corporate purposes. No assurances can be
given, however, as to when or if any or all of the Options will be exercised.

                                    LEGALITY

         The validity of the shares of Armor common stock offered by this
prospectus will be passed upon by Kane Kessler, P.C., New York, New York, as
counsel to Armor. Robert L. Lawrence, Esq., a member of Kane Kessler, P.C., owns
5,000 shares of Common Stock.

                                     EXPERTS

          The consolidated financial statements of Armor Holdings and
subsidiaries appearing in its Annual Report (Form 10-K and Form 10-K/A) for the
year ended December 31, 2002, have been audited by PricewaterhouseCoopers LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.

          The financial statements incorporated in this prospectus by reference
from Simula, Inc.'s Annual Report on Form 10-K for the year ended December 31,
2002, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and have been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

                                       24
This Prospectus contains information concerning the Company, but does
not contain all of the information set forth in the Registration Statement and
the Exhibits relating thereto, which the Company has filed with the Securities
and Exchange Commission, Washington, D.C., under the Securities Act of 1933, as
amended, and to which reference is hereby made.

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

                                TABLE OF CONTENTS
Page
                                                                            ----
AVAILABLE INFORMATION.........................................................  5

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................  5

THE COMPANY...................................................................  7

RISK FACTORS..................................................................  10

SELLING STOCKHOLDERS.......................................................... 20

PLAN OF DISTRIBUTION.......................................................... 23

EXPENSES...................................................................... 24

USE OF PROCEEDS............................................................... 24

LEGALITY...................................................................... 24

EXPERTS....................................................................... 24
No dealer, salesperson or other person has been authorized to given any
information or to make any representation not contained in this Prospectus and,
if given or made, such information or representation must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make such
offer in such jurisdiction. Neither the delivery of this Prospectus nor any sale
made hereunder shall under any circumstances create any implication that there
have been no changes in the affairs of the Company since the date hereof.

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

                                       25
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Securities and Exchange Commission (the
"Commission") by Armor Holdings, Inc., a Delaware corporation (the "Company"),
are incorporated by reference into the Registration Statement:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2002, filed pursuant to the Securities Exchange Act of
          1934 (the "Exchange Act");

     (b)  The Company's Annual Report on Form 10-K/A for the fiscal year ended
          December 31, 2002, filed pursuant to the Exchange Act;

     (c)  The Company's Quarterly Report on Form 10-Q for the quarterly period
          ended March 31, 2003, filed pursuant to the Exchange Act;

     (d)  The Company's Quarterly Report on Form 10-Q for the quarterly period
          ended June 30, 2003, filed pursuant to the Exchange Act;

     (e)  The Company's Quarterly Report on Form 10-Q for the quarterly period
          September 30, 2003, filed pursuant to the Exchange Act;

     (f)  The Company's Current Report on Form 8-K, Date of Event - May 5, 2003,
          filed on May 5, 2003 pursuant to the Exchange Act;

     (g)  The Company's Current Report on Form 8-K, Date of Event - July 23,
          2003, filed on July 24, 2003 pursuant to the Exchange Act;

     (h)  The Company's Current Report on Form 8-K, Date of Event - July 26,
          2003, filed on August 8, 2003 pursuant to the Exchange Act;

     (i)  The Company's Current Report on Form 8-K, Date of Event - August 12,
          2003, filed on August 13, 2003 pursuant to the Exchange Act;

     (j)  The Company's Current Report on Form 8-K, Date of Event - November 4,
          2003, filed on November 5, 2003 pursuant to the Exchange Act;

     (k)  The Company's Current Report on Form 8-K, Date of Event - November 26,
          2003, filed on December 11, 2003 pursuant to the Exchange Act;

     (l)  The Company's Current Report on Form 8-K, Date of Event - December 9,
          2003, filed on December 23, 2003 pursuant to the Exchange Act;

     (m)  The Company's Current Report on Form 8-K/A, Date of Event - December
          9, 2003, filed on January 22, 2004 pursuant to the Exchange Act

                                       26
(n)  Definitive Proxy Statement dated April 30, 2003, relating to the
          annual meeting of stockholders held on June 24, 2003; and

     (o)  The description of the Company's Common Stock contained in the
          Company's Registration Statement on Form 8-A (Reg. No. 1-11667), filed
          with the Commission as of April 29, 1999 by the Company to register
          such securities under the Exchange Act, including all amendments and
          reports filed for the purpose of updating that description.

           In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.

ITEM 4.           DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") makes provision for the indemnification of officers and
directors of corporations in terms sufficiently broad to indemnify our officers
and directors under certain circumstances from liabilities (including
reimbursement of expenses incurred) arising under the Securities Act.

                  As permitted by the DGCL, our Charter provides that, to the
fullest extent permitted by the DGCL, no director shall be liable to the Company
or to its stockholders for monetary damages for breach of his fiduciary duty as
a director. Delaware law does not permit the elimination of liability (i) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) in respect of certain unlawful
dividend payments or stock redemptions or repurchases or (iv) for any
transaction from which the director derives an improper personal benefit. The
effect of this provision in the Charter is to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of
fiduciary duty as a director thereof (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described in
clauses (i)-(iv), inclusive, above. These provisions will not alter the
liability of directors under federal securities laws.

                  Our Charter provides that we may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by reason
of the fact that he is or was a director, officer, employee or agent of the
Company or is or was

                                       27
serving at the request of the Company as a director, officer, employee or agent
of another corporation or enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful.

                  Our Charter also provides that we may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the Company to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted under similar
standards, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the Company unless and only to the extent that the Court of Chancery of the
State of Delaware or the court in which such action or suit was brought shall
determine upon application that despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

                  Our Charter also provides that to the extent a director or
officer of the Company has been successful in the defense of any action, suit or
proceeding referred to in the previous paragraphs or in the defense of any
claim, issue, or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification provided for in the Charter shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the Company may purchase and maintain insurance on behalf of
a director or officer of the Company against any liability asserted against him
or incurred by him in any such capacity or arising out of his status as such
whether or not the Company would have the power to indemnify him against such
liabilities under the provisions of Section 145 of the DGCL.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Certain restricted securities to be reoffered and resold
pursuant to this Registration Statement were issued under the Plans and in
transactions exempt from registration pursuant to Section 4(2) of the Securities
Act.

ITEM 8.           EXHIBITS

Exhibit No.       Description of Exhibits

   4.1            Armor Holdings, Inc. 2002 Stock Incentive Plan (filed as
                  Appendix A to the Registrant's Proxy Statement dated April 29,
                  2002, filed with the Commission on April 30, 2002)*

   4.2            Amendment No. 1 to the Armor Holdings, Inc. 2002 Stock
                  Incentive Plan. **

   4.3            Armor Holdings, Inc. 2002 Executive Stock Plan (filed as
                  Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q
                  for the quarter ended March 31, 2002)*

   5.1            Opinion of Kane Kessler, P.C. regarding the legality of the
                  securities being registered.**

   23.1           Consent of PriceWaterhouseCooper LLP.**

                                       28
23.2           Consent of Deloitte & Touche LLP.**

   24.1           Power of Attorney (included in the signature pages of this
                  registration statement).**

--------------
*    Incorporated by reference.
**   Filed herewith.

ITEM 9.           UNDERTAKINGS

         A.       The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration Statement:

                      (i) To include any prospectus required by Section 10(a)(3)
                  of the Securities Act;

                      (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement;

                      (iii) To include any material information with respect to
                  the plan of distribution not previously disclosed in the
                  Registration Statement or any material change to such
                  information in the Registration Statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses

                                       29
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       30
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Jacksonville, State of Florida, on this 22nd day
of January, 2004.

                                       ARMOR HOLDINGS, INC.

                                   By: /s/ Robert R. Schiller
                                       -------------------------------------
                                       Name:  Robert R. Schiller
                                       Title: President, Chief Financial Officer
                                              and Secretary

                                       31
POWER OF ATTORNEY

          Each of the undersigned officers and directors of Armor Holdings, Inc.
hereby severally constitutes and appoints Warren B. Kanders and Robert R.
Schiller as the attorney-in-fact for the undersigned, in any and all capacities,
with full power of substitution, to sign any and all pre- or post-effective
amendments to this Registration Statement, any subsequent Registration Statement
for the same offering which may be filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and any and all pre- or post-effective
amendments thereto, and to file the same with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities and on the dates indicated:
Signature                   Title                                              Date
---------                   -----                                              ----
/s/ Warren B. Kanders       Chairman of the Board of Directors and Chief       January 22, 2004
---------------------
Warren B. Kanders           Executive Officer (Principal Executive Officer)

/s/ Robert R. Schiller      President, Chief Financial Officer and Secretary   January 22, 2004
----------------------
Robert R. Schiller          (Principal Accounting Officer)

/s/ Burtt R. Ehrlich        Director                                           January 22, 2004
--------------------
Burtt R. Ehrlich

/s/ Nicholas Sokolow        Director                                           January 22, 2004
--------------------
Nicholas Sokolow

/s/ Thomas W. Strauss       Director                                           January 22, 2004
---------------------
Thomas W. Strauss

/s/ Alair A. Townsend       Director                                           January 22, 2004
---------------------
Alair A. Townsend

/s/ Deborah A. Zoullas      Director                                           January 22, 2004
----------------------
Deborah A. Zoullas
32
EXHIBIT INDEX

ITEM 8.           EXHIBITS

Exhibit No.       Description of Exhibits
-----------       -----------------------

    4.1            Armor Holdings, Inc. 2002 Stock Incentive Plan (filed as
                   Appendix A to the Registrant's Proxy Statement dated April
                   29, 2002, filed with the Commission on April 30, 2002)*

    4.3            Amendment No. 1 to the Armor Holdings, Inc. 2002 Stock
                   Incentive Plan. **

    4.3            Armor Holdings, Inc. 2002 Executive Stock Plan (filed as
                   Exhibit 10.6 to the Registrant's Quarterly Report on Form
                   10-Q for the quarter ended March 31, 2002)*

    5.1            Opinion of Kane Kessler, P.C. regarding the legality of the
                   securities being registered.**

    23.1           Consent of PriceWaterhouseCoopers LLP.**

    23.2           Consent of Deloitte & Touche LLP.**

    24.1           Power of Attorney (included in the signature pages of this
                   registration statement).**

--------------
*    Incorporated by reference.
**   Filed herewith.