SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 10-Q

[X]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

                                       OR

[ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended June 30, 2001

                        Commission File Number: 000-21629

                            THE KROLL-O'GARA COMPANY
             (Exact name of registrant as specified in its charter)

               Ohio                                      31-1470817
  (State or other jurisdiction of            (IRS Employer Identification No.)
  incorporation or organization)

                               9113 LeSaint Drive
                              Fairfield, Ohio 45014
                                 (513) 874-2112
   (Address, including Zip code, and Telephone Number, including Area Code of
                          Principal Executive Offices)

     Indicate by check mark  whether the  registrant  (1) has filed all reports
 required to be filed by Section 13 or 15(d) of the Securities  Exchange Act of
 1934  during the  preceding  12 months (or for such  shorter  period  that the
 registrant  was  required to file such  reports),  and (2) has been subject to
 such filing requirements for the past 90 days.   Yes [X]       No [ ]

 APPLICABLE ONLY TO CORPORATE ISSUERS:

 Indicate the number of shares of each of the issuer's classes of common stock,
 as of the latest practicable date.


                                   22,437,653
                               ---------------------
            (Shares of common stock outstanding as of July 31, 2001)


<PAGE>

                            THE KROLL-O'GARA COMPANY

                                    FORM 10-Q
                         FOR THE QUARTERLY PERIOD ENDED
                                  JUNE 30, 2001

                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION

      Item 1:     Financial Statements

                  Consolidated Balance Sheets (unaudited) as of
                  December 31, 2000 and June 30, 2001.......................  1

                  Consolidated Statements of Operations (unaudited) for
                  the three and six months ended June 30, 2000
                  and 2001..................................................  3

                  Consolidated Statements of Cash Flows (unaudited)
                  for the six months ended June 30, 2000 and 2001............ 4

                  Notes to Consolidated Unaudited Financial Statements....... 5

      Item 2:     Management's Discussion and Analysis of Financial
                  Condition and Results of Operations....................... 13

      Item 3:     Quantitative and Qualitative Disclosures About Market
                  Risk...................................................... 25


PART II - OTHER INFORMATION................................................. 26

      Item 1:     Legal Proceedings......................................... 26

      Item 6:     Exhibits and Reports on Form 8-K.......................... 26

      Signatures............................................................ 27

<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                            THE KROLL-O'GARA COMPANY

                   CONSOLIDATED BALANCE SHEETS (Unaudited)

                  As of December 31, 2000 and June 30, 2001
                             (Dollars In Thousands)


                                                                     December    June 30,
                                                                     31, 2000     2001
                                                                     --------     ----
ASSETS
<S>                                                               <C>            <C>
Current Assets:
   Cash and equivalents                                            $    8,438    $   6,594
   Trade accounts receivable, net of allowance for doubtful
     accounts of $5,701 and $6,299 at December 31, 2000                65,266       51,552
     and June 30, 2001, respectively
   Unbilled revenues                                                   19,995       23,017
   Related party receivables                                            2,475        1,489
   Costs and estimated earnings in excess of billings
     on uncompleted contracts                                           8,634       12,726
   Inventories (Note 11)                                               18,641       18,512
   Prepaid expenses and other                                           9,820       10,446
   Net current assets of discontinued operation (Note 5)                1,879            -
                                                                    ---------    ---------
            Total current assets                                      135,148      124,336
                                                                    ---------    ---------

Property, Plant and Equipment, at cost
   Land                                                                 2,545        2,536
   Buildings and improvements                                           8,407        8,203
   Leasehold improvements                                               8,038        8,156
   Furniture and fixtures                                              10,707       11,603
   Machinery and equipment                                             39,065       39,656
   Construction - in - progress                                         1,326          908
                                                                    ---------    ---------
                                                                       70,088       71,062
   Less: accumulated depreciation                                     (32,739)     (36,277)
                                                                    ---------    ---------
                                                                       37,349       34,785
                                                                    ---------    ---------

Databases,  net of  accumulated  amortization  of $29,759
    and $31,501 at December 31, 2000 and June 30, 2001,
    respectively                                                       10,204       10,155

Costs in Excess of Assets  Acquired and Other Intangible
    Assets, net of  accumulated  amortization  of $12,119
    and $14,803 at December 31, 2000 and June 30, 2001,                75,486       73,968
    respectively

 Other assets (Note 5)                                                  3,562        4,119
                                                                   ----------   ----------
                                                                       89,252       88,242
                                                                   ----------   ----------
                                                                   $  261,749   $  247,363
                                                                   ==========   ==========
</TABLE>

              The accompanying notes are an integral part of these
                          consolidated balance sheets.

<PAGE>

                            THE KROLL-O'GARA COMPANY

                     CONSOLIDATED BALANCE SHEETS (Unaudited)

                    As of December 31, 2000 and June 30, 2001
                             (Dollars In Thousands)

                                                           December     June 30,
                                                           31, 2000      2001
                                                           --------      ----

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities:
   Bank lines of credit (Note 8)                          $  39,613   $  39,597
   Current portion of other debt (Note 8)                     5,138       6,435
   Trade accounts payable                                    30,665      25,171
   Related party payables                                       239         131
   Accrued liabilities                                       21,156      20,348
   Income taxes currently payable                             1,526       1,966
   Deferred income taxes                                      1,553       1,553
   Customer deposits                                          9,544       8,681
                                                          ---------   ---------
            Total current liabilities                       109,434     103,882
                                                          ---------   ---------

Other Long-Term Liabilities                                   1,665       1,807

Deferred Income Taxes                                           515         515

Long-Term Debt, net of current portion (Note 8)              33,714      31,982
                                                          ---------   ---------

            Total liabilities                               145,328     138,186

Shareholders' Equity:
   Preferred stock, $.01 par value, 1,000,000 shares
     authorized, none issued                                      -           -
   Common stock, $.01 par value, 50,000,000 shares
     authorized, 22,414,697 and 22,433,303 shares issued
     and outstanding at December 31, 2000 and June 30,          224         224
     2001, respectively
   Additional paid-in capital                               169,467     169,582
   Retained deficit                                         (46,584)    (51,791)
   Deferred compensation                                    (   337)    (   158)
   Accumulated other comprehensive loss                     ( 6,349)    ( 8,680)
                                                          ---------   ---------
            Total shareholders' equity                      116,421     109,177
                                                          ---------   ---------
                                                          $ 261,749   $ 247,363
                                                          =========   =========

               Theaccompanying notes are an integral part of these
                          consolidated balance sheets.


                                       2

<PAGE>

<TABLE>
<CAPTION>

                            THE KROLL-O'GARA COMPANY

                CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

                (Dollars In Thousands, Except Per Share Amounts)


                                               Three Months Ended       Six Months Ended
                                                    June 30,                June 30,
                                                2000       2001          2000       2001
                                                ----       ----          ----       ----

<S>                                          <C>        <C>          <C>         <C>
 Net Sales                                   $  74,235  $  81,513    $  154,461  $  160,764
 Cost of Sales                                  47,312     55,933        97,496     107,651
                                             ---------  ---------    ----------  ----------
       Gross profit                             26,923     25,580        56,965      53,113

 Operating Expenses:
    Selling and marketing expenses               6,801      6,177        13,614      12,497
    General and administrative expenses         20,063     19,109        40,318      37,504
    Failed merger expenses (Note 2)                630          -         2,000           -
    Merger expenses                                399          -           438           -
    Failed separation expenses (Note 2)            676        214           676         393
    Restructuring expenses (Note 3)                  -      2,597             -       2,597
                                              --------    -------     ---------    --------
       Operating income (loss)                 ( 1,646)   ( 2,517)         ( 81)        122
                                              --------    -------     ---------    --------
 Other Income (Expense):
    Interest expense                            (1,414)    (1,873)       (2,756)     (3,569)
    Other, net                                      35   (     66)            6   (      40)
                                              --------    -------     ---------   ---------
       Loss from continuing operations
        before provision for income taxes       (3,025)    (4,456)       (2,831)     (3,487)

    Provision for income taxes                   1,101      1,221         1,380       1,616
                                              --------    -------     ---------   ---------
       Loss from continuing operations          (4,126)    (5,677)       (4,211)     (5,103)

    Discontinued operations (Note 5):
       Loss from operations of discontinued
       Voice and Data Communications Group,
       net                                     (   154)         -        (  449)   (    104)
                                              --------   --------     ---------   ---------
       Net loss                               $ (4,280)  $ (5,677 )   $  (4,660)  $  (5,207)
                                              --------   --------     ---------   ---------
 Other comprehensive loss, net of tax:
    Foreign currency translation adjustment,
        net of $2,530 and $1,429 tax benefit,
        respectively                                                   (  4,497)     (2,331)
                                                                      ---------   ---------
       Other comprehensive loss                                        (  4,497)   (  2,331)
                                                                      ---------   ---------
       Comprehensive loss                                             $(  9,157)  $  (7,538)
                                                                      =========   =========
 PER SHARE DATA (Note 7):
 BASIC LOSS PER SHARE
     Loss per share                         $    (0.19) $   (0.25)   $    (0.21)  $   (0.23)
                                             =========   ========     =========   =========

     Weighted average shares outstanding    22,278,378 22,419,009    22,267,065  22,416,865
                                            ========== ==========    ==========  ==========
 DILUTED LOSS PER SHARE
     Loss per share                         $    (0.19) $   (0.25)   $    (0.21)  $   (0.23)
                                             =========   ========     =========   =========

     Weighted average shares outstanding    22,278,378 22,419,009    22,267,065  22,416,865
                                            ========== ==========    ==========  ==========
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       3
<PAGE>
<TABLE>
<CAPTION>

                            THE KROLL-O'GARA COMPANY

               CONSOLIDATED STATEMENTS OF CASH FLOWS (Note 10)
                                   (Unaudited)

               For the Six Months Ended June 30, 2000 and 2001
                             (Dollars In Thousands)

                                                                 June 30,     June 30,
                                                                   2000         2001
                                                                   ----         ----
Cash Flows From Operating Activities:
<S>                                                            <C>          <C>
   Net loss                                                    $ (4,660)    $ (5,207)
   Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities-
      Loss from discontinued operations                             449          104
      Depreciation and amortization                               8,126        8,434
      Bad debt expense                                            2,216        2,911
      Non-cash compensation expense                                 272          179

   Change in assets and liabilities, net of effects of
     acquisitions and dispositions-
      Receivables - trade and unbilled                           (9,884)       5,907
      Costs and estimated earnings in excess of billings on
        uncompleted contracts                                     8,919       (4,092)
      Inventories, prepaid expenses and other assets             (6,609)      (  312)
      Accounts payable and income taxes currently payable        (  298)      (4,239)
      Billings in excess of costs and estimated earnings on
        uncompleted contracts                                       125            -
      Amounts due to/from related parties                          (662)         838
      Customer deposits                                             394       (  863)
      Accrued liabilities                                        (5,499)         186
      Long-term liabilities                                      (1,190)         143
                                                              ---------   ----------
            Net cash provided by (used in) operating
            activities                                           (8,301)       3,989
                                                              ---------   ----------
Cash Flows From Investing Activities:
   Purchases of property, plant and equipment, net               (4,804)      (2,293)
   Additions to databases                                        (2,298)      (1,953)
   Acquisitions, net of cash acquired                           (   263)         -
                                                              ---------   ----------
            Net cash used in investing activities               ( 7,365)      (4,246)
                                                              ---------   ----------
Cash Flows From Financing Activities:
   Net borrowings under bank lines of credit                     10,839       (   17)
   Payments of long-term debt                                   ( 1,841)      (  435)
   Proceeds from exercise of stock options and warrants              64          115
   Foreign currency translation and other                        (4,033)      (1,021)
                                                              ---------   ----------
            Net cash provided by (used in)  financing             5,029       (1,358)
              activities                                      ---------   ----------

Net Decrease In Cash and Equivalents                            (10,637)     ( 1,615)
Effects of foreign currency exchange rates on cash              (   242)     (   174)
Net cash provided by (used in) discontinued operations            3,684      (    55)
                                                              ---------   ----------
Cash and Equivalents, beginning of period                        13,031        8,438
                                                              ---------   ----------
Cash and Equivalents, end of period                           $   5,836   $    6,594
                                                              =========   ==========
</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       4
<PAGE>


                            THE KROLL-O'GARA COMPANY

              NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

                    As of December 31, 2000 and June 30, 2001


(1) General

      The Kroll-O'Gara Company, an Ohio corporation, together with its
subsidiaries (collectively "Kroll-O'Gara"), is a leading global provider of a
broad range of specialized products and services that are designed to provide
solutions to a variety of security needs. Kroll-O'Gara's Investigations and
Intelligence Group offers business intelligence and investigation and risk
mitigation consulting services. The Security Products and Services Group markets
ballistic and blast protected vehicles and security services. See Note 6 for a
discussion of the preferred stock sale completed during fiscal 2000 by the
Information Security Group subsidiary. See Note 5 for a discussion of the
discontinuance and sale of the Voice and Data Communications Group.

      The consolidated financial statements include the historical consolidated
financial statements of Kroll-O'Gara (and the businesses it has acquired, since
their respective dates of acquisition, under the purchase method of accounting)
and the financial position, results of operations and cash flows of entities
which were merged with Kroll-O'Gara in connection with pooling of interests
business combinations. All material intercompany accounts and transactions are
eliminated. Investments in 20% to 50% owned entities are accounted for using the
equity method. Affiliated entities are not included in the accompanying
consolidated financial statements.

      The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for fair presentation have
been included. Operating results for the three and six month periods ended June
30, 2001, are not necessarily indicative of the results that may be expected for
the year ending December 31, 2001. The accompanying financial statements should
be read in conjunction with the consolidated financial statements and notes
thereto included in Kroll-O'Gara's annual report on Form 10-K for the year ended
December 31, 2000.


(2) Corporate Initiatives

      Kroll-O'Gara has considered a variety of corporate initiatives within the
periods presented in the accompanying consolidated financial statements.
Acquisitions are discussed in Note 4.

      On November 15, 1999, Kroll-O'Gara announced that it had entered into a
definitive agreement with Blackstone Capital Partners III Merchant Banking Fund
L. P. (Blackstone) pursuant to which shares held by all Kroll-O'Gara
shareholders, other than certain members of management, would be acquired by
Blackstone for $18.00 per share in cash. On April 12, 2000, Kroll-O'Gara
announced that Blackstone had withdrawn its offer to acquire Kroll-O'Gara
shares. Costs associated with the failed merger were approximately $2.0 million
($0.09 per diluted share) for the six months ended June 30, 2000, and consisted
primarily of fees for attorneys, accountants, investment bankers, travel and
other related charges.

      On April 18, 2000, Kroll-O'Gara announced it would explore structuring a
transaction that would result in the separation of its two principal operating
segments, the Security Products and Services

                                       5
<PAGE>

Group and the Investigations and Intelligence Group, and it would seek an equity
investment for its  Information  Security Group. In September 2000, the Board of
Directors  approved an agreement and plan of  reorganization  and dissolution of
Kroll-O'Gara, that would have resulted in the spinoff of net assets into two new
public  companies.  Had the spinoff been completed,  Kroll-O'Gara  shareholders,
other than members of management of the  separated  companies,  would have owned
shares in both companies.  On April 20, 2001, the Board of Directors decided not
to pursue this  separation  alternative.  Costs  associated  with this  proposed
separation were approximately $0.4 million ($0.02 per diluted share) for the six
months  ended  June 30,  2001 and  consisted  primarily  of fees for  attorneys,
accountants, investment bankers and other related charges. Kroll-O'Gara does not
anticipate any  additional  expenses  related to this now terminated  separation
alternative.  In October  2000,  Kroll-O'Gara's  then wholly  owned  subsidiary,
Securify,  completed a sale of preferred stock through a private equity offering
to certain unrelated third parties.

      On April 20, 2001, in lieu of the proposed separation, the Board approved
a definitive agreement, subject to a limited number of closing conditions, to
sell most of the active companies that comprise the Security Products and
Services Group to Armor Holdings, Inc. (Armor) for up to $56.5 million (see Note
14).

      On March 30, 2001, Kroll-O'Gara entered into amended and restated
agreements for its revolving credit facility, letters of credit facility and its
senior notes which agreements were further amended in April 2001 (see Note 8).


(3) Restructuring of Operations

      In the first quarter of 1999, Kroll-O'Gara began implementation of a
restructuring plan (the "Plan") to reduce costs and improve operating
efficiencies. The Plan was substantially completed by the end of the second
quarter of 1999. The total non-recurring pre-tax restructuring charge recorded
pursuant to the Plan was approximately $4.4 million. Total payments or writeoffs
made pursuant to the Plan through June 30, 2001 were $4.1 million. Kroll-O'Gara
does not expect to incur any other significant restructuring charges in future
periods related to this Plan.

      In the third quarter of 2000, Kroll-O'Gara's Security Products and
Services Group implemented and completed a plan to reduce costs and improve
operating efficiencies (the 2000 Plan) with a total pre-tax restructuring charge
of approximately $0.7 million. Total payments pursuant to the 2000 Plan through
June 30, 2001 were $0.6 million. Kroll-O'Gara does not expect to incur any other
significant restructuring charges in future periods related to the 2000 Plan.
The principal element of the restructuring plan was the elimination of
approximately 25 employees. The only component of the restructuring charge was
severance related to the termination of employees. At June 30, 2001,
approximately $0.1 million remained as an accrual relating to the 2000 Plan.

      In the second quarter of 2001, Kroll-O'Gara's Investigations and
Intelligence Group completed a restructuring plan (the "2001 Plan") to reduce
costs and improve operating efficiencies with a pre-tax restructuring charge of
approximately $2.6 million, of which $2.1 million is included in current
liabilities. Kroll-O'Gara does not expect to incur any other significant
restructuring charges in future periods related to the 2001 Plan. The principal
elements of the restructuring plan are the closure of four Investigations and
Intelligence Group offices, reduction of real estate currently under commitment
in five locations and the elimination of approximately 95 employees. Of the 95
eliminated employees, 63 were direct labor and 32 were administrative and
professional staff. The primary components of the restructuring charge including
accrued balances as of June 30, 2001 are as follows:

                           Description                  Expense      Accrual
                                                        (dollars in thousands)

     Severance and related costs                          $1,662     $1,370
     Writedown of property, plant and equipment              206          -
     Lease termination costs                                 729        729
                                                          ------     ------
                                                          $2,597     $2,099
                                                          ======     ======

                                       6
<PAGE>

(4) Acquisitions

      During the second quarter of 2000, Kroll-O'Gara completed two acquisitions
which were accounted for as purchase business combinations. Both of these
acquisitions have been included in Kroll-O'Gara's Investigations and
Intelligence Group. The aggregate purchase price of these acquisitions amounted
to approximately $1.3 million and consisted of $0.7 million in cash and notes
payable of $0.6 million to the former owners of the businesses. The results of
operations of the acquired businesses are included in the consolidated financial
statements from the respective effective dates of acquisition. The resulting
goodwill from these transactions is being amortized over 25 years.


(5) Discontinued Operation- Voice and Data Communications Group

      On April 16, 2001, the Board of Directors approved a formal plan to
discontinue operations of the Voice and Data Communications Group (VDCG), which
offered secure satellite communication equipment and satellite navigation
systems. Kroll-O'Gara has divested itself of the operations of this segment. The
results of operations of VDCG have been classified as discontinued operations
and all prior periods have been restated accordingly. The results of the
discontinued Voice and Data Communications Group reflect an allocation of
interest expense based on VDCG's average net assets. The tax effects of the
results of operations of VDCG were not significant for the periods presented.

      The fiscal 2000 estimated loss on disposal of VDCG of $5.0 million
includes the estimated future results of operations through the estimated date
of the shutdown. Major components of the estimated loss on disposal included a
writedown of related goodwill and other asset balances of $4.2 million and
estimated severance, operating and disposition costs of $0.8 million. An
additional estimated loss on disposal of $0.1 million was recorded in the first
quarter of 2001. The loss on disposal calculation includes $0.2 million of
allocated interest expense.

      On June 27, 2001, Kroll-O'Gara sold its ownership in the stock of VDCG to
an unrelated third party for notes with a contingent value of up to $4.0
million. Realization of the full value of these notes is contingent upon certain
factors including the subsequent sale of VDCG by the purchaser. The notes are
due and payable in 2004. As the realization of the $4.0 million in notes is
contingent upon subsequent factors, including resale of VDCG, Kroll-O'Gara has
valued these notes at $1.8 million. As the value of the notes approximates the
net assets of VDCG at the date of sale, no gain or loss has been recognized on
the sale. These notes are included in other assets as of June 30, 2001.

      Net sales and results of operations from this discontinued operation are
as follows (in thousands):

                                       7
<PAGE>

                                                  Six Months Ended June 30,
                                                 --------------------------
                                                    2000             2001
                                                    ----             ----

         Net sales                                $ 8,588           $ 4,590
         Interest expense allocation              $   116           $    60
         Loss from discontinued operations,
           net                                    $  (449)          $  (104)


(6) Sale of Stock by Information Security Group

      In October 2000, Kroll-O'Gara's then wholly owned subsidiary, Securify,
completed a sale of preferred stock through a private equity offering to certain
unrelated third parties. Under the terms of the stock purchase agreement,
Securify issued approximately 49.2 million shares of Series A Convertible
Preferred Stock, valued at $0.68 per share, for total gross proceeds of
approximately $33.5 million. These preferred shares are convertible into an
equivalent number of shares of Securify's common stock, subject to anti-dilution
adjustments. Further, Kroll-O'Gara has assigned to the purchasers substantially
all of Kroll-O'Gara's voting rights. As a result of this transaction, as of June
30, 2001, Kroll-O'Gara's ownership of Securify approximated 27 percent. The
investment in Securify, previously consolidated, is now accounted for using the
equity method. Kroll-O'Gara does not have any carrying value for its investment
as of June 30, 2001. Securify has realized continuing losses since October 2000.
Since Kroll-O'Gara has not provided any guarantees and is not committed to
provide any future funding to Securify, it has not recorded its equity share of
Securify losses.


 (7) Earnings Per Share

      In accordance with Statement of Financial Accounting Standards No. 128,
"Earnings Per Share", basic earnings per share are computed by dividing net
income by the weighted average number of shares of common stock outstanding
during the period. Diluted earnings per share are computed by dividing net
income by the weighted average number of shares of common stock and common stock
equivalents outstanding during the period. Dilutive common stock equivalents
represent shares issuable upon assumed exercise of stock options and warrants
and upon assumed issuance of restricted stock.

      As a result of the net losses recorded, basic and diluted earnings per
share are identical as all options and warrants are anti-dilutive.

      Basic and diluted loss per share based on losses from continuing
operations were $(0.19) for the six months ended June 30, 2000. The basic and
diluted per share impact of the discontinued operation was $(0.02).

      Basic and diluted loss per share based on losses from continuing
operations were $(0.23) for the six months ended June 30, 2001. The basic and
diluted per share impact of the discontinued operation was less than $0.01.

                                       8
<PAGE>

 (8) Debt

Revolving Line of Credit

      On March 30, 2001, Kroll-O'Gara entered into an amended and restated loan
agreement to provide for a revolving credit facility that initially amounts to
$40.0 million. The loan agreement was further amended on April 20, 2001.
Additionally, the loan agreement provides for a letter of credit facility of
$1,356,250 supporting Kroll-O'Gara's Economic Development Revenue Bonds and up
to $6.0 million of transactional letters of credit. Letters of credit can not be
issued or renewed with a maturity date beyond May 31, 2002. The loan agreement
is secured by substantially all assets of Kroll-O'Gara and its subsidiaries and
a pledge of the stock of essentially all the subsidiaries, all of which jointly
and severally guarantee obligations under the agreement. The security, pledge
and joint and several guarantee also extend to the $35.0 million senior notes.
Based on the amendments on March 30, 2001 and April 20, 2001, advances under the
revolving credit facility bear interest at the greater of (a) 8.56% or (b) the
prime rate plus 1.5%, plus 0.5%, (monthly interest factor which was negotiated
with the lender to receive advanced waiver to release pledged collateral for the
sale of SPSG to Armor), times the number of 30-day periods which have expired
since April 20, 2001 (or, if less, the highest rate allowed by law). At June 30,
2001, the interest rate on the line of credit was 9.25%. Borrowings under
Kroll-O'Gara's line of credit were approximately $36.1 million at June 30, 2001.


The $40.0 million revolving credit facility requires quarterly reductions in the
amount that may be borrowed or outstanding in total as follows:

------------------------------------------
Date                    Total Permitted
                           Borrowings
------------------------------------------
June 30, 2001            38,864,200
------------------------------------------
September 30, 2001       37,728,400
------------------------------------------
December 31, 2001        36,024,700
------------------------------------------
March 31, 2002           34,321,000
------------------------------------------

      The net proceeds from any lender approved asset sales in excess of $1.0
million per transaction or $2.0 million per fiscal year must be paid
proportionately to the lender and the holders of the senior notes, with a
corresponding reduction in the total permitted borrowings under the revolving
credit facility. A material adverse change in the business of Kroll-O'Gara,
including a significant sale of net assets, would result in the acceleration of
all amounts due to the lender and the holders of the senior notes. In accordance
with the April 20, 2001 amendment to the loan agreement, Kroll-O'Gara's
agreement to sell the entities that comprise the Security Products and Services
Group discussed in Note 14 would result in an acceleration of all amounts due
under the loan agreement 60 days after the closing of the sale. The loan
agreement expires on May 31, 2002.

      This loan agreement includes financial covenants which, among other
restrictions, require the maintenance of certain financial ratios and other
financial requirements, including an interest coverage ratio, net worth minimums
and minimum quarterly EBITDA, that requires Kroll-O'Gara to effectively break
even before taxes and to generate EBITDA of $6.0 million per quarter. The loan
agreement also imposes limitations on mergers, acquisitions, stock redemptions,
additional indebtedness and capital expenditures. The loan agreement does not
permit the declaration or payment of any dividends, other than stock dividends.
Kroll-O'Gara was not in compliance with these covenants as of June 30, 2001.
These events of non-compliance were subsequently waived by the lender. Had the
lender not waived these events of non-compliance, all amounts outstanding under
this credit agreement would have become immediately due. Kroll-O'Gara
anticipates compliance with all covenants throughout the remainder of the year.

                                       9
<PAGE>

Senior Notes

      Kroll-O'Gara's $35.0 million of senior notes were amended on March 30,
2001 and April 20, 2001. Based on the amendments, the senior notes bear interest
at the greater of (a) 8.56% or (b) the prime rate plus 1.5%, plus 0.5% (monthly
interest factor which was negotiated with the lenders to receive advanced waiver
to release pledged collateral for the sale of SPSG to Armor) times the number of
30-day periods which have expired since April 20, 2001 (or, if less, the highest
rate allowed by law). At June 30, 2001, the interest rate on the senior notes
was 9.25%. The senior notes also contain financial covenants, which among other
restrictions, require the maintenance of a minimum level of net worth and a
fixed charge coverage ratio. The senior notes are cross-collateralized and
guaranteed with the Company's revolving credit facility and contain similar
acceleration features. In addition, the net proceeds from asset sales must be
paid proportionately to the revolving credit facility lender and the holders of
the senior notes. In accordance with the April 20, 2001 amendment to the senior
notes, Kroll-O'Gara's agreement to sell the entities that comprise the Security
Products and Services Group discussed in Note 14 would result in an acceleration
of all amounts due under the senior notes 60 days after the closing of the sale.
At June 30, 2001, borrowings under Kroll-O'Gara's senior notes was $35.0
million, $4.3 million of which is current. As of June 30, 2001, Kroll O'Gara was
not in compliance with these covenants. These events of non-compliance were
subsequently waived by the lenders. Had the lenders not waived these events of
noncompliance, all amounts outstanding under the note would have become
immediately due. Kroll-O'Gara anticipates compliance with all covenants
throughout the remainder of the year.


(9) New Pronouncements

            In 1998, Kroll-O'Gara adopted SFAS No. 130, "Reporting Comprehensive
Income" (SFAS 130), which established standards for reporting and displaying
comprehensive income and its components in a financial statement that is
displayed with the same prominence as other financial statements. Kroll-O'Gara
has chosen to disclose comprehensive income, which encompasses net income,
foreign currency translation adjustments and unrealized holding gains of
marketable securities, in the consolidated statements of shareholders' equity.
The accumulated other comprehensive loss balance of ($8.7) million at June 30,
2001, consisted entirely of foreign currency translation-related adjustments.

      The Emerging Issues Task Force (EITF) Issue No. 00-20, "Accounting for
Costs Incurred to Acquire or Originate Information for Database Content and
Other Collections of Information," states that the EITF is considering different
views for the accounting for database costs. One of the views would require
Kroll-O'Gara to expense some or all of the database costs that Kroll-O'Gara
currently capitalizes and amortizes, which is currently an acceptable
alternative. Adoption of a different method of accounting for database costs
could have a material impact on Kroll-O'Gara's financial position and results of
operations. To date, the EITF has not made any official determinations on this
issue.

      In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 141, "Business Combinations"
(SFAS No. 141), which addresses financial accounting and reporting for business
combinations. SFAS No. 141 requires all business combinations in the scope of
the statement to be accounted for using one method, the purchase method. The
provisions of this statement apply to all business combinations initiated after
June 30,

                                       10
<PAGE>

2001. Due to the recent issuance of the standard, the Company is still assessing
the potential impact to its consolidated financial statements.

      In June 2001, the FASB issued Statement of Financial Accounting Standards
No. 142, "Goodwill and Other Intangible Assets" (SFAS No. 142), which
establishes accounting and reporting standards for goodwill and other intangible
assets that are acquired individually or with a group of other assets. The
provisions of this statement are effective for fiscal years beginning after
December 15, 2001. For example, the Company had amortization expense related to
goodwill and other intangible assets of approximately $ 2.2 million for the six
months ended June 30, 2001. Due to the recent issuance of the standard, the
Company is still assessing the potential impact to its consolidated financial
statements.


(10) Supplemental Cash Flow Disclosure


                                                       Six Months Ended June 30,
                                                           2000         2001
                                                        -----------  ----------
                                                        (dollars in thousands)
     Cash paid for taxes                                  $   991      $   858
     Cash paid for interest                               $ 2,708      $ 3,428
     Non-cash activity:

     Debt incurred from acquisition                           225
     Forfeiture of previously recorded deferred               140
       compensation
     Receipts of discounted notes
       receivables from the sale of Voice & Data
       Communication Group (Note 5)                                     1, 831


(11) Inventories

      Inventories are stated at the lower of cost or market using the first-in,
first-out (FIFO) method and include the following:

                                              December 31,     June 30,
                                                 2000           2001
                                              -----------   -----------
               Inventory Category              (dollars in thousands)
               ------------------              ----------------------

         Raw materials                          $11,651        $11,547
         Vehicle costs and work-in-process        6,990          6,965
                                                -------        -------
               Total inventory                  $18,641        $18,512
                                                =======        =======

                                       11
<PAGE>


(12) Derivative Financial Instruments

      On January 1, 2001, Kroll-O'Gara adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (SFAS 133). SFAS 133 establishes
accounting and reporting standards requiring that every derivative instrument
(including certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair value. SFAS 133 requires that changes in the derivative's fair value be
recognized currently in earnings unless specific hedge accounting criteria are
met. Upon adoption of SFAS 133, Kroll-O'Gara recorded a decrease in assets by
approximately $0.2 million with an offsetting amount recorded in the accumulated
other comprehensive income (loss) component of shareholders' equity. At June 30,
2001, Kroll-O'Gara has entered into four foreign exchange contracts to
effectively hedge a specific portion of its exposure to certain foreign currency
rate fluctuations on its net investment in one foreign subsidiary. These
contracts mature between December 2001 and December 2002. As of June 30, 2001,
the foreign hedge contracts had a notional amount of $3.2 million which
approximated its estimated fair value. Unrealized gains of $0.3 million were
recorded in the accumulated other comprehensive income (loss) component of
shareholders' equity.


(13) Segment Data

      Through October 17, 2000 Kroll-O'Gara operated in three business segments,
the Security Products and Services Group, the Investigations and Intelligence
Group and the Information Security Group. As a result of the preferred stock
sale completed by the Information Security Group on October 17, 2000, the Group
ceased to be a part of the consolidated results of the Kroll-O'Gara Company from
that date forward. See Note 6 for more information on this transaction.


                                       12
<PAGE>

The following summarizes information about Kroll-O'Gara's business segments:
<TABLE>
<CAPTION>

                                 Security
                                 Products      Investigations
                                and Services  and Intelligence    Information
                                  Group           Group          Security Group   Other    Consolidated
                                ------------  ----------------   --------------   -----    --------------
<S>                             <C>              <C>              <C>           <C>          <C>

Three Months Ended June 30, 2000
Net sales to unaffiliated
   customers                    $   24,298       $ 48,990         $    947      $       -    $74,235
                                ==========        =======         ========      =========   ========
Gross profit                    $    5,585        $21,205         $    133      $       -    $26,923
                                ==========        =======         ========      =========   ========

Operating income (loss)         $    1,640       $  3,857         $ (2,321)     $  (4,822)   $(1,646)
                                ==========        =======         ========      =========   ========

Three Months Ended June 30, 2001
Net sales to unaffiliated
   customers                       $34,415       $ 47,098         $      -      $       -   $ 81,513
                                ==========        =======         ========      =========   ========

Gross profit                    $    6,031       $ 19,549                -              -   $ 25,580
                                ==========        =======         ========      =========   ========

Operating income (loss)         $    1,366       $   (288)        $      -      $  (3,595)  $ (2,517)
                                ==========        =======         ========      =========   ========

Six Months Ended June 30, 2000
Net sales to unaffiliated
   customers                      $ 54,650        $98,001         $  1,810      $       -   $154,461
                                ==========        =======         ========      =========   ========

Gross profit                      $ 14,184       $ 43,022         $   (241)     $       -    $56,965
                                ==========        =======         ========      =========   ========

Operating income (loss)         $    5,191       $  8,925         $ (4,704)     $  (9,493)  $    (81)
                                ==========        =======         ========      =========   ========

Six Months Ended June 30, 2001
Net sales to unaffiliated        $ 64,178        $ 96,586         $      -       $      -    $160,764
                                ==========        =======         ========      =========   ========

Gross profit                      $12,850        $ 40,263         $      -              -   $  53,113
                                ==========        =======         ========      =========   ========

Operating income (loss)         $   4,102        $  2,736         $      -       $ (6,716)  $     122
                                ==========        =======         ========      =========   ========

Identifiable assets at June
  30, 2001                        $79,269        $155,672         $      -       $      -    $234,941
                                ==========        =======         ========      =========

Corporate assets                                                                            $  12,422
                                                                                            ---------
     Total assets at June 30, 2001                                                           $247,363
                                                                                            =========
</TABLE>


The operating income (loss) of the Investigations and Intelligence Group for the
three and six months ended June 30, 2001 reflects a pre-tax restructuring charge
of approximately $2.6 million taken in the second quarter of 2001.


(14) Subsequent Events

Disposition of Security Products and Services Group

      On April 20, 2001, the Board of Directors approved a definitive agreement,
subject to a limited number of closing conditions, to sell the common stock of
the active companies that comprise the Security Products and Services Group,
other than the Group's subsidiaries that provide kidnap and ransom and risk
information services and its Russian subsidiaries, to Armor for up to $56.5
million. A portion of the sales price ($53.0 million subject to adjustment) is
to be paid at closing, currently expected to occur in the third quarter of
2001. An escrow of $1.5 million will be maintained and a deferred payment of up
to $2.0 million may be made based on the Group's achievement of a gross profit
target for the year ending December 31, 2001. At Armor's option, up to $15.0
million of the purchase price can be paid in registered common stock of Armor.
The purchase price will be reduced dollar-for-dollar to the extent tangible net
assets, as defined, are less than approximately $37.4 million. Kroll-O'Gara
currently believes the sale of the Security Products and Services Group will

                                       13
<PAGE>

approximate book value. In the event the sale to Armor is not consummated,
Kroll-O'Gara will continue to evaluate all options available to it, including
seeking other buyers or other alternatives. Consummation of this sale is subject
to a limited number of closing conditions.


Item 2.  Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations

      The following discussion of results of operations and financial condition
is based upon and should be read in conjunction with Kroll-O'Gara's Consolidated
Financial Statements and Notes. As a result of the acquisitions made by
Kroll-O'Gara in 2000, financial results from period-to-period may lack
comparability. Additionally, on April 16, 2001, the Board of Directors approved
a plan to discontinue operations of the Voice and Data Communications Group.
Historical amounts have been reclassified to conform to the current categories.

Recent Developments

Corporate Initiatives. Kroll-O'Gara has considered a variety of corporate
initiatives within the periods presented in the accompanying consolidated
financial statements.

      On November 15, 1999, Kroll-O'Gara announced that it had entered into a
definitive agreement with Blackstone Capital Partners III Merchant Banking Fund
L. P. (Blackstone) pursuant to which shares held by all Kroll-O'Gara
shareholders, other than certain members of management, would be acquired by
Blackstone for $18.00 per share in cash. On April 12, 2000, Kroll-O'Gara
announced that Blackstone had withdrawn its offer to acquire Kroll-O'Gara
shares. Costs associated with the failed merger were approximately $2.0 million
for the six months ended June 30, 2000, and consisted primarily of fees for
attorneys, accountants, investment bankers, travel and other related charges.

      On April 18, 2000, Kroll-O'Gara announced it would explore structuring a
transaction that would result in the separation of its two principal operating
segments, the Security Products and Services Group and the Investigations and
Intelligence Group, and it would seek an equity investment for its Information
Security Group. In September 2000, the Board of Directors approved an agreement
and plan of reorganization and dissolution of Kroll-O'Gara, that would have
resulted in the spinoff of net assets into two new public companies. Upon
completion of the split-up, Kroll-O'Gara shareholders, other than members of
management of the separated companies, would have owned shares in both
companies. On April 20, 2001, the Board decided not to pursue this separation
alternative. Costs associated with this proposed separation were approximately
$0.4 million for the six months ended June 30, 2001 and consisted primarily of
fees for attorneys, accountants and other related charges. Kroll-O'Gara does not
anticipate any additional material expenses related to this now terminated
separation alternative.

      On April 20, 2001, in lieu of the proposed separation, the Board approved
a definitive agreement, subject to a limited number of closing conditions, to
sell the common stock of the active companies that comprise the Security
Products and Services Group, other than the Group's subsidiaries that provide
kidnap and ransom and risk information services and its Russian subsidiaries, to
Armor Holdings, Inc. ("Armor") for up to $56.5 million. A portion of the sales
price ($53.0 million subject to adjustment) is to be paid at closing, currently
expected to occur in the third quarter of 2001. An escrow of $1.5 million
will be maintained and a deferred payment of up to

                                       14
<PAGE>

$2.0 million may be made based on the Group's achievement of a gross profit
target for the year ending December 31, 2001. At Armor's option, up to $15.0
million of the purchase price can be paid in registered common stock of Armor.
The purchase price will be reduced dollar-for-dollar to the extent tangible net
assets, as defined, are less than approximately $37.4 million. Kroll-O'Gara
currently believes the sale of the Security Products and Services Group will
approximate book value. In the event the sale to Armor is not consummated,
Kroll-O'Gara will continue to evaluate all options available to it, including
seeking other buyers or other alternatives. See Note 14 to the Notes to
Unaudited Consolidated Financial Statements.


Other. In October 2000, Kroll-O'Gara's then wholly owned subsidiary, Securify,
completed a sale of preferred stock through a private equity offering to certain
unrelated third parties. Under the terms of the stock purchase agreement,
Securify issued approximately 49.2 million shares of Series A Convertible
Preferred Stock, valued at $0.68 per share, for total gross proceeds of
approximately $33.5 million. These preferred shares are convertible into an
equivalent number of shares of Securify's common stock, subject to anti-dilution
adjustments. Further, Kroll-O'Gara has assigned to the purchasers substantially
all of Kroll-O'Gara's voting rights. As a result of this transaction, as of June
30 , 2001, Kroll-O'Gara's ownership of Securify approximated 27 percent.
The investment in Securify, previously consolidated, is now accounted for using
the equity method. Kroll-O'Gara does not have any carrying value for its
investment as of June 30, 2001. Securify has realized continuing losses since
October 2000. Since Kroll-O'Gara has not provided any guarantees and is not
committed to provide any future funding to Securify, it has not recorded its
equity share of Securify losses. See Note 6 to the Notes to Unaudited
Consolidated Financial Statements.

      On April 16, 2001, the Board of Directors approved a formal plan to
discontinue operations of the Voice and Data Communications Group ("VDCG"),
which offered secure satellite communication equipment and satellite navigation
systems. On June 27, 2001, Kroll-O'Gara sold its ownership in the stock of VDCG.
The results of operations of VDCG have been classified as discontinued
operations and all prior periods have been restated accordingly. See Note 5 to
the Notes to Unaudited Consolidated Financial Statements.

General

      Kroll-O'Gara is a leading global provider of a broad range of specialized
products and services that are designed to provide solutions to a variety of
security needs. Through October 17, 2000, Kroll-O'Gara reported its revenue from
continuing operations through three groups. The Investigations and Intelligence
Group offers business intelligence, investigation services and risk mitigation
consulting services. The Security Products and Services Group markets ballistic
and blast protected vehicles and security services. The Information Security
Group offered information and computer security services. As a result of the
October 2000 sale of Securify stock, the Information Security Group ceased to be
part of Kroll-O'Gara's consolidated results. On April 16, 2001, Kroll-O'Gara's
Board of Directors approved a formal plan to discontinue operations of a fourth
group, the Voice and Data Communications Group ("VDCG"). On June 27, 2001
Kroll-O'Gara sold VDCG to an unrelated third party. Accordingly, these
operations have been reclassified and reported as discontinued operations.


      Acquisitions.  Kroll-O'Gara  completed  several  acquisitions  in  2000,
which were accounted for as purchases.

                                       15
<PAGE>

      On July 11, 2000, Kroll-O'Gara acquired all of the capital stock of
Decision Resources, Inc., a corporation doing business in Canada. The purchase
price of $0.7 million was satisfied with cash of $0.3 million and a note payable
of $0.4 million to the former owner. The acquisition has been accounted for as a
purchase and was effective on July 1, 2000. Goodwill related to this transaction
was approximately $0.7 million which is being amortized over 25 years. Decision
Resources specializes in market research and business intelligence services. Its
revenues are included in Kroll-O'Gara's Investigations and Intelligence Group.

      On May 16, 2000, Kroll-O'Gara acquired substantially all of the assets and
assumed certain liabilities of The Search Is On, Inc., a corporation doing
business in Nashville, Tennessee. The purchase price of $0.6 million was
satisfied with cash of $0.4 million and a note payable of $0.2 million to the
former owner. The acquisition has been accounted for as a purchase and was
effective on May 16, 2000. Goodwill related to this transaction was
approximately $0.4 million which is being amortized over 25 years. The Search Is
On specializes in obtaining public records information for utilization in
providing background investigation to clients. Its revenues are included in
Kroll-O'Gara's Investigations and Intelligence Group.

      Revenue recognition. Revenue from Investigations and Intelligence services
is recognized as the services are performed pursuant to the applicable
contractual arrangements. Revenue related to time and materials arrangements is
recognized in the period in which the services are performed. Revenue from
standard hourly rate engagements is recognized as hours are incurred and revenue
from standard daily rate arrangements is recognized at amounts represented by
the agreed-upon billing amounts as incurred. Revenues related to fixed price
arrangements are recognized based upon costs incurred as a percentage of the
estimated total direct costs of the respective arrangements. The impact of any
revisions in estimated total revenues and direct contract costs is recognized in
the period in which they become known. Kroll-O'Gara records either billed or
unbilled accounts receivable based on case-by-case invoicing determinations.

      Kroll-O'Gara recognizes net sales from certain military and commercial
armoring contracts using the percentage-of-completion method calculated
utilizing the cost-to-cost approach. Under this method, Kroll-O'Gara accrues
estimated contract revenues based generally on the percentage that costs to date
bear to total estimated costs and recognizes estimated contract losses in full
when it becomes likely that a loss will occur. Accordingly, Kroll-O'Gara
periodically reviews and revises contract revenues and total cost estimates as
the work progresses and as change orders are approved. It reflects adjustments
in contract revenues, based upon the percentage of completion, in the period
when the estimates are revised. To the extent that these adjustments result in
an increase, a reduction or an elimination of previously reported contract
revenues, Kroll-O'Gara recognizes a credit or a charge against current earnings,
which could be material. Revenue related to other contracts for security
products (both government and commercial) that results principally from
short-term fixed price contracts is recognized on the completed contract method.
Contract costs include all direct material and labor costs, along with certain
direct overhead costs related to contract production. Kroll-O'Gara records
provisions for any estimated total contract losses on uncompleted contracts in
the period in which it concludes that the losses will occur.

      Kroll-O'Gara recognized information security service revenues, which
consisted of consulting fees on information security projects, ratably over the
period of the agreement as services were performed or according to the completed
contract method of accounting for contract revenues, depending on the nature of
the agreement.


                                       16
<PAGE>

Restructuring of Operations

      In the third quarter of 2000, Kroll-O'Gara's Security Products and
Services Group implemented and completed a plan, the 2000 Plan to reduce costs
and improve operating efficiencies with a total non-recurring pre-tax
restructuring charge of approximately $0.7 million. The principal element of the
2000 Plan was the elimination of approximately 25 employees. The only component
of the restructuring charge was severance related to the termination of
employees. In the second quarter of 2001, Kroll O-Gara's Investigations and
Intelligence Group implemented and completed a plan , the 2001 Plan, to reduce
cost and improve operating efficiencies with a total nonrecurring pretax
restructuring charge of approximately $2.6 million. The principal elements of
the 2001 Plan was the elimination of 95 employees and the closure of four
offices. See Note 3 to the Notes to Unaudited Consolidated Financial Statements.



Results of Operations

    The following table sets forth, for the periods indicated, the items noted
as a percentage of net sales:


                               For the Three Months   For the Six Months
                                  Ended June 30,        Ended June 30,
                               --------------------   -----------------
                                  2000      2001       2000       2001
                                  ----      ----       ----       ----

Security Products and Services
    Military                      9.4%      15.3%       9.9%      13.5%
    Commercial                   23.3%      26.9%      25.5%      26.4%
Investigations and
  Intelligence                   66.0%      57.8%      63.4%      60.1%
Information Security              1.3%       0.0%       1.2%       0.0%
                               ------      -----      -----     ------
              Total net sales   100.0%     100.0%     100.0%     100.0%
Cost of sales                    63.7       68.6       63.1       67.0
                               ------      -----      -----     ------
        Gross profit             36.3       31.4       36.9       33.0

Operating expenses:
    Selling and marketing         9.2        7.6        8.8        7.8
    General and administrative   27.0       23.4       26.1       23.3
    Failed merger expenses        0.9        0.0        1.3        0.0

    Merger expenses               0.5        0.0        0.3        0.0
    Failed separation costs       0.9        0.3        0.4        0.2
    Restructuring Expenses        0.0        3.2        0.0        1.6
                               ------      -----      -----     ------
        Operating income
         (loss)                  (2.2)      (3.1)      (0.1)       0.1
Other income (expense):
    Interest expense             (1.9)      (2.3)      (1.8)      (2.2)
    Other, net                    0.0       (0.1)       0.0        0.0
                               ------      -----      -----     ------
Loss from continuing
  operations before provision
  for income taxes               (4.1)      (5.5)      (1.8)      (2.2)
    Provision for income taxes    1.5        1.5        0.9        1.0
                               ------      -----      -----     ------
Loss from continuing
  operations                     (5.6)      (7.0)      (2.7)      (3.2)
Loss from operations of
  discontinued Voice and Data
  Communications Group, net      (0.2)       0.0       (0.3)      (0.1)
                                ------      -----      -----     ------

Net loss                         (5.8)%     (7.0)%     (3.0)%    (3.2%)
                                ======     ======     ======    =======


                                       17
<PAGE>

Three Months Ended June 30, 2001 Compared to Three Months Ended June 30, 2000

      Net sales. Net sales for the three months ended June 30, 2001 increased
$7.3 million, or 10%, from $74.2 million in 2000 to $81.5 million in 2001.

      Security Products and Services Group. Net sales for the Security Products
and Services Group for the three months ended June 30, 2001 increased $10.1
million, or 42%, from $24.3 million in 2000 to $34.4 million in 2001. The
increase partially results from an increase in net sales of commercial products
and services of $4.7 million, or 27%, from $17.3 million in 2000 to $22.0
million in 2001. In the second quarter of 2001, production and net sales for
commercial armoring increased due to increased levels of armoring of cash
in-transit vehicles in Europe. In late 2000, new laws were passed in France
which standardized the levels of armoring related to cash in-transit vehicles.
Because of these laws, higher levels of armoring which are resistant to higher
caliber ammunition were required. Due to the increased demand for higher levels
of armoring, higher sales were recorded.

      Also included in net sales for the Security Products and Services Group
are sales of military products and services, which increased $5.5 million, or
78% from $7.0 million in 2000 to $12.5 million in 2001. In 2001, Kroll-O'Gara's
military product sales were based on a new contract for 360 armored High
Mobility Multi-Purpose Wheeled Vehicles("HMMWVs") which provides for an
aggressive delivery schedule. In 2000, Kroll-O'Gara's military product sales
were based on a contract for 245 Up-Armored HMMWV's, which did not provide for
an aggressive delivery schedule.

      Investigations and Intelligence Group. Net sales for the Investigations
and Intelligence Group decreased $1.9 million, or 4%, from $49.0 million in 2000
to $47.1 million in 2001. This decrease is primarily the result of decreased
demand for the Corporate Security Practice's services in Latin America, where
poor economic conditions exist. There was also decreased demand for the Business
Investigations and Intelligence Practice's services in Asia and a decrease in
our domestic Corporate Service Practice's surveillance services, primarily due
to increased competition. These decreases have been partially offset by
increased net sales from our Financial Service Practice in Canada and the United
Kingdom.


      Cost of sales. Cost of sales for the three months ended June 30, 2001
increased $8.6 million, or 18%, from $47.3 million in 2000 to $55.9 million in
2001. Gross margin was 31.4%, as compared with 36.3% for the same period in
2000.

      Gross margin for the Security Products and Services Group decreased
approximately 5.5 percentage points from 23% in 2000 to 17.5% in 2001. This
decrease is a result of a change in sales mix from higher margin commercial
armored vehicles to lower margin cash in-transit vehicles. In addition,
commercial armoring margins were impacted by competitive pricing pressures and
pricing concessions necessitated by poor foreign economic conditions in certain
foreign locations.

      Gross margin decreased approximately 1.8 percentage points from 43.3% in
2000 to 41.5% in 2001 for the Investigations and Intelligence Group. The
decrease in gross margin was due to

                                       18
<PAGE>

increased fixed costs associated with increased employee compensation and
benefits as well as increased subcontractor fees associated with generating
professional fee revenue.

      Operating expenses. Operating expenses for the three months ended June 30,
2001 decreased $0.5 million, or 2%, from $28.6 million in 2000 to $28.1 million
in 2001. Included in this decrease are non-recurring expenses which increased
$1.1 million, from $1.7 million in 2000 to $2.8 million in 2001. Non-recurring
charges in 2000 primarily consisted of costs associated with the failed
recapitalization merger with Blackstone and the failed separation of the
Kroll-O'Gara Company into two publicly traded companies. In 2001, non-recurring
expenses primarily consisted of costs associated with the 2001 restructuring
plan and the failed separation of the Company.

      Excluding non-recurring expenses, operating expenses decreased $1.6
million, or 6%, from $26.9 million in 2000 to $25.3 million in 2001. This
decrease primarily relates to the exclusion in 2001 of all operating expenses
associated with the Information Security Group. For the three months ended June
30, 2000, the Information Security Group had $2.4 million of operating expenses.
The decrease was partially offset by increased bad debt expenses in the Security
Product and Services Group of $0.8 million.

      As a percent of net sales, operating expenses, before non-recurring
expenses, decreased from 36% in 2000 to 31% in 2001. As mentioned previously,
the decrease in operating expenses as a percentage of net sales is primarily a
result of the exclusion of the Information Security Group's operating expenses.

      Interest expense. Interest expense for the three months ended June 30,
2001 increased $0.5 million, or 36%, from $1.4 million in 2000 to $1.9 million
in 2001. This increase was the result of the .5% monthly interest factor (which
was negotiated with the lender to receive advanced waiver to release pledged
collateral for the sale of the Security Products and Services Group to Armor)
charged to the outstanding debt under the renegotiated credit agreement
effective April 20, 2001. This increase was also due to increased borrowings on
Kroll-O'Gara's revolving credit facility.

      Provision for income taxes. The provision for income taxes for the three
months ended June 30, 2001 was $1.2 million compared to $1.1 million in 2000.
Despite a pre-tax loss in the second quarter of 2001, Kroll-O'Gara recorded a
provision for income taxes for certain foreign subsidiaries which generated
income in the period. In addition, certain foreign jurisdictions realized losses
in the second quarter of 2001 from which Kroll-O'Gara was not able to benefit
for tax purposes due to the uncertainty relating to the future realizability of
the net operating loss carryforward.

Six Months Ended June 30, 2001 Compared to Six Months Ended June 30, 2000

           Net sales. Net sales for the six months ended June 30, 2001 increased
$6.3 million, or 4%, from $154.5 million in 2000 to $160.8 million in 2001.

      Security Products and Services Group. Net sales for the Security Products
and Services Group for the six months ended June 30, 2001 increased $9.5
million, or 17%, from $54.7 million in 2000 to $64.2 million in 2001. The
increase results from an increase in net sales of military products and services
of $6.4 million, or 42%, from $15.3 million in 2000 to $21.7 million in 2001. In
2001, Kroll-O'Gara's military product sales were based on a new contract for 360
armored High Mobility Multi-Purpose Wheeled Vehicles (`HMMWVs") which provides
for an aggressive delivery schedule. In 2000, Kroll-O'Gara's military product
sales were based on a contract for 245 Up-Armored HMMWVs, which did not provide
for an aggressive delivery

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<PAGE>

      Also included in net sales for the Security Products and Services Group
are sales of commercial armoring products and services, which increased $3.1
million, or 8%, from $39.4 million in 2000 to $42.5 million in 2001. In late
2000, new laws were passed in France which standardized the levels of armoring
related to cash in-transit vehicles. Because of these laws, higher levels of
armoring which are resistant to higher caliber ammunition were required. Due to
the increased demand for higher levels of armoring, higher sales were recorded.


      Investigations and Intelligence Group. Net sales for the Investigations
and Intelligence Group decreased $1.4 million, or 1%, from $98.0 million in 2000
to $96.6 million in 2001. This decrease is primarily the result of decreased
demand for the Corporate Security Practice's services in Latin America, where
poor economic conditions exist. There was also decreased demand for the Business
Investigations and Intelligence Practice's services in Asia and a decrease in
our domestic Corporate Service Practice's surveillance services, primarily due
to increased competition. These decreases have been partially offset by
increased net sales from our Financial Service Practice in Canada and the United
Kingdom.


      Cost of sales. Cost of sales for the six months ended June 30, 2001
increased $10.2 million, or 10%, from $97.5 million in 2000 to $107.7 million in
2001. Gross margin for the six months ended June 30, 2001 was 33.0%, as compared
with 36.9% for the same period in 2000.

      Gross margin for the Security Products and Services Group decreased
approximately 6.0 percentage points from 26.0% in 2000 to 20.0% in 2001. This
decrease is a result of a change in sales mix from higher margin commercial
armored vehicles to lower margin cash in-transit vehicles. In addition,
commercial armoring margins were impacted by competitive pricing pressures and
pricing concessions necessitated by poor foreign economic conditions in certain
foreign locations.

      Gross margin decreased approximately 2.2 percentage points from 43.9% in
2000 to 41.7% in 2001 for the Investigations and Intelligence Group. The
decrease in gross margin was due to increased fixed costs associated with
increased employee compensation and benefits.

      Operating expenses. Operating expenses for the six months ended June 30,
2001 decreased $4.0 million, or 7%, from $57.0 million in 2000 to $53.0 million
in 2001. Included in this decrease are non-recurring expenses which decreased
$0.1 million, from $3.1 million in 2000 to $3.0 million in 2001. Non-recurring
charges in 2000 primarily consisted of costs associated with the failed
recapitalization merger with Blackstone and the failed separation of the
Kroll-O'Gara Company into two publicly traded companies. In 2001, non-recurring
expenses primarily consisted of costs associated with the 2001 restructuring
plan and the failed separation of the Company.

      Excluding non-recurring expenses, operating expenses decreased $3.9
million, or 7%, from $53.9 million in 2000 to $50.0 million in 2001. This
decrease primarily relates to the exclusion in 2001 of all operating expenses
associated with the Information Security Group. For the six months ended June
30, 2000, the Information Security Group had $4.5 million of operating expenses.
The decrease was partially offset by increased bad debt expenses in the Security
Product and Services Group of $0.6 million.

      As a percent of net sales, operating expenses, before non-recurring
expenses, decreased from 35% in 2000 to 31% in 2001. As mentioned previously,
the decrease in operating expenses as a percentage of net sales is primarily a
result of the exclusion of the Information Security Group's operating expenses.

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<PAGE>

      Interest expense. Interest expense for the six months ended June 30, 2001
increased $0.8 million, or 29%, from $2.8 million in 2000 to $3.6 million in
2001 . This increase was the result of the .5% monthly interest factor (which
was negotiated with the lender to receive advanced waiver to release pledged
collateral for the sale of the Security Products and Services Group to Armor)
charged to the outstanding debt under the renegotiated credit agreement
effective April 20, 2001. This increase was also due to increased borrowings on
Kroll-O'Gara's revolving credit facility.

      Provision for income taxes. The provision for income taxes for the six
months ended June 30, 2001 was $1.6 million compared to $1.4 million in 2000.
Despite a pre-tax loss in the first six months of 2001, Kroll-O'Gara recorded a
provision for income taxes for certain foreign subsidiaries which generated
income in the period. In addition, certain foreign jurisdictions realized losses
during the first six months of 2001 from which Kroll-O'Gara was not able to
benefit for tax purposes due to the uncertainty relating to the future
realizability of the net operating loss carryforward.


Liquidity and Capital Resources

      General. Kroll-O'Gara historically has met its operating cash needs by
utilizing borrowings under its credit arrangements and net proceeds from public
offerings to supplement cash provided by operations, excluding non-cash charges
such as depreciation and amortization.


      Credit facilities and senior notes. On March 30, 2001, Kroll-O'Gara
entered into an amended and restated loan agreement, which expires on May 31,
2002 if not terminated earlier as described below, to provide for a revolving
credit facility that initially amounts to $40.0 million. The agreement also
provides for a letter of credit facility of approximately $1.4 million
supporting Kroll-O'Gara's Economic Development Revenue Bonds and up to $6.0
million of transactional letters of credit. Letters of credit cannot be issued
or renewed with a maturity date beyond May 31, 2002. The agreement is secured by
substantially all assets of Kroll-O'Gara and its subsidiaries and a pledge of
the stock of essentially all the subsidiaries, all of which jointly and
severally guarantee obligations under the agreement. The revolving credit
facility requires quarterly reductions of approximately $1.1 million on each of
June 30 and September 30, 2001 and approximately $1.7 million on each of
December 31, 2001 and March 31, 2002 in the amount that may be borrowed under
the facility and, if necessary, corresponding principal repayments to the
adjusted levels. In addition, the net proceeds from any lender-approved sale of
assets in excess of $1.0 million per transaction or $2.0 million per fiscal year
must be paid proportionately to the revolving credit facility lender and to the
holders of Kroll-O'Gara's outstanding $35.0 million principal amount of senior
notes (discussed below), with a corresponding reduction in the total permitted
borrowings under the revolving credit facility. This includes the net proceeds
from the sale to Armor and any proceeds from sales of Kroll-O'Gara's stock
ownership in Securify or other assets in excess of the threshold amounts.
Borrowings under Kroll-O'Gara's line of credit were approximately $36.5 million
and $36.1 million at December 31, 2000 and June 30, 2001, respectively.

                                       21
<PAGE>

      In connection with the amended credit facility, Kroll-O'Gara entered into
amended and restated agreements with the holders of its senior notes. These
agreements also are secured by substantially all assets of Kroll-O'Gara and its
subsidiaries and a pledge of the stock of essentially all the subsidiaries and
are jointly and severally guaranteed by essentially all the subsidiaries. The
amended and restated senior note agreements require total principal payments of
$864,200 on each of June 30 and September 30, 2001 and of $1,296,300 on each of
December 31, 2001 and March 31, 2002. The balance is payable at maturity in May
2003, but maturity will be accelerated to May 31, 2002 if Kroll-O'Gara's
revolving credit agreement is not renewed and, as described below, further
accelerated upon closing of the transaction with Armor. The June 30, 2001
payment referenced above was made in July, 2001.

      The amended bank loan and senior note agreements contain substantially
identical financial covenants which, among other restrictions, require the
maintenance of certain financial ratios and other financial requirements,
including an interest coverage ratio, net worth minimums and minimum quarterly
EBITDA that requires Kroll-O'Gara to effectively break even before taxes and to
generate EBITDA of $6.0 million per quarter. The agreements also impose
limitations on mergers, acquisitions, stock redemptions, additional indebtedness
and capital expenditures. The loan agreement does not permit the declaration or
payment of any dividend, other than stock dividends. Kroll-O'Gara was not in
compliance with these covenants as of June 30, 2001. These events of
non-compliance were subsequently waived by the lenders. Had the lender not
agreed to waive these events, all amounts outstanding under these credit
agreements would have become immediately due.

      The bank loan agreement and senior notes were further amended as of April
20, 2001 in connection with Kroll-O'Gara's agreement to sell the Security
Products and Services Group to Armor. The March 30, 2001 agreements required
interest on advances under the revolving credit facility and on the senior notes
at the greater of 8.56% or the prime rate plus 1.5%. Effective April 20, 2001
the interest rate under all of the agreements was changed to the greater of (a)
8.56% or (b) prime plus 1.5%, plus 0.5% (monthly interest factor which was
negotiated with the lenders to receive advanced waiver to release pledged
collateral for the sale of the Security Products and Services Group to Armor)
times the number of 30-day periods which have expired since April 20, 2001 (or,
if less, the highest rate allowed by law).

      Kroll-O'Gara's agreement with Armor provides that it will receive
approximately $53.0 million at closing, $15.0 million of which is expected to be
paid in Armor stock. At closing, Kroll-O'Gara expects to pay approximately $3.0
million for transaction costs and certain other payables. Additionally at
closing, $35 million must be paid to the revolving credit facility lender and to
the senior note holders, 56.79% and 43.21% of the sum, respectively. During the
60 days following closing of the transaction with Armor, any proceeds from the
sale of the Armor stock also must be paid immediately to the revolving credit
facility lender and senior note holders in the same percentages. All remaining
outstanding amounts under the revolving credit facility and the senior notes are
due 60 days after closing.

      Kroll-O'Gara has received a commitment from a lender to provide financing
of up to approximately $45.0 million subsequent to the sale of the Security
Products and Services Group to Armor. After payment of the net proceeds from the
sale of the Security Products and Services Group to the revolving credit
facility lender and the senior note holders, Kroll-O'Gara expects approximately
$22 million will remain outstanding to these parties which must be repaid no
later than 60 days after closing. The interest rate for this committed credit
facility is comparable to the rate under the March 30, 2001 amendment to its
existing credit facilities. Therefore, the anticipated financing under
discussion should be adequate to meet the ongoing needs of Kroll-O'Gara. If the
sale of the Security Products and Services Group to Armor is not consummated,
Kroll-O'Gara believes it can continue to remain in compliance with all the terms
and conditions of the bank loan agreement and senior note agreements for the
remainder of their terms. However, based on the increasing

                                       22
<PAGE>

interest rates included in the amended bank loan agreement and senior note
agreements, Kroll-O'Gara expects it would endeavor to obtain new financing.

      Effective June 3, 1999, with the acquisition of Buchler Phillips,
Kroll-O'Gara acquired a demand note with maximum borrowings of (pound)2.5
million. The demand note bears interest at the Bank of England's base rate plus
1.0%. Maximum borrowings permitted pursuant to this demand note are $4.0
million. Borrowings outstanding pursuant to this demand note were approximately
$2.8 million and $3.1 million, respectively, as translated at December 31, 2000
and June 30, 2001.

      Cash flows from operating activities. In the first six months of 2001,
cash provided by operating activities was $4.0 million. In the first six months
of 2000, cash used in operating activities was $8.3 million. In 2000, cash was
used primarily to fund working capital investments. In 2001, the improved cash
flow primarily resulted from more timely collection of accounts receivable and
conversion of inventory.

      Cash flows from investing activities. In the six months ended June 30,
2001, Kroll-O'Gara incurred $2.3 million of capital expenditures primarily for
upgrades of general information systems as well as additional leasehold
improvements. In the six months ended June 30, 2000, Kroll-O'Gara incurred
capital expenditures of $4.8 million primarily related to upgrades of general
information systems and leasehold improvements. Additions to databases totaled
$2.3 million and $2.0 million for the six months ended June 30, 2000 and 2001,
respectively.

      Cash flows from financing activities. In the first six months of 2001,
cash used by financing activities was $1.4 million and was the result of
repayments of long-term debt, primarily related to capital leases. Cash provided
by financing activities for the first six months of 2000 was $5.0 million and
was primarily the result of drawings under the revolving credit facility.

      Cash flows from discontinued operations. In the first six months of 2000,
cash provided by discontinued operations amounted to $3.7 million, compared to
$.1 million used in operations for the same period in 2001.


      Foreign operations. Kroll-O'Gara attempts to mitigate the risks of doing
business in foreign countries by separately incorporating its operations in
those countries; maintaining reserves for credit losses; maintaining insurance
on equipment to protect against losses related to political risks and terrorism,
and using financial instruments to hedge Kroll-O'Gara's risk from translation
gains and losses. Kroll-O'Gara utilizes derivative financial instruments, in the
form of forward contracts, to hedge some of its exposure to foreign currency
rate fluctuations. At June 30, 2001, four such contracts, maturing between
December 2001 and December 2002, were outstanding in connection with
intercompany demand notes with certain subsidiaries. These contracts are
intended to hedge Kroll-O'Gara's exposure to deterioration in the amount
outstanding due to changes in currency translation rates. As of June 30, 2001,
the foreign hedge contracts had a notional amount of $3.2 million, which
approximated its estimated fair value. Gains or losses on existing forward
instruments are offset against the translation effects reflected in the
accumulated other comprehensive income (loss) component of shareholders' equity.
The fair value of forward contracts is not recognized in the consolidated
financial statements since they are accounted for as hedges. Kroll-O'Gara does
not hold or issue derivative financial instruments for trading purposes.

      Quarterly fluctuations. Kroll-O'Gara's operations may fluctuate on a
quarterly basis as a result of the timing of contract costs and revenues of its
Security Products and Services Group, particularly from its military and
governmental contracts which are generally awarded in a periodic and/or

                                       23
<PAGE>

sporadic basis. Kroll-O'Gara generally does not have long-term contracts with
its clients in its Investigations and Intelligence Group and its ability to
generate net sales is dependent upon obtaining many new projects each year, most
of which are of a relatively short duration. Period-to-period comparisons within
a given year or between years may not be meaningful or indicative of operating
results over a full fiscal year.

      New accounting pronouncements. The Emerging Issues Task Force (EITF) Issue
No. 00-20, "Accounting for Costs Incurred to Acquire or Originate Information
for Database Content and Other Collections of Information," states that the EITF
is considering different views for the accounting for database costs. One of the
views would require Kroll-O'Gara to expense some or all of the database costs
that Kroll-O'Gara currently capitalizes and amortizes, which is currently an
acceptable alternative. Adoption of a different method of accounting for
database costs could have a material impact on Kroll-O'Gara's financial position
and results of operations. To date, the EITF has not made any official
determinations on this issue.

      In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 141, "Business Combinations"
(SFAS No. 141), which addresses financial accounting and reporting for business
combinations. SFAS No. 141 requires all business combinations in the scope of
the statement to be accounted for using one method, the purchase method. The
provisions of this statement apply to all business combinations initiated after
June 30, 2001. Due to the recent issuance of the standard, the Company is still
assessing the potential impact to its consolidated financial statements.


      In June 2001, the FASB issued Statement of Financial Accounting Standards
No. 142, "Goodwill and Other Intangible Assets" (SFAS No. 142), which
establishes accounting and reporting standards for goodwill and other intangible
assets that are acquired individually or with a group of other assets. The
provisions of this statement are effective for fiscal years beginning after
December 15, 2001. For example, the Company had amortization expense related to
goodwill and other intangible assets of approximately $2.2 million for the six
months ended June 30, 2001. Due to the recent issuance of the standard, the
Company is still assessing the potential impact to its consolidated financial
statements.


    Forward-Looking Statements. This quarterly report contains statements which
Kroll-O'Gara believes are forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934. These statements are made
particularly in this Management's Discussion and Analysis of Financial Condition
and Results of Operations, but also appear elsewhere in this document.
Forward-looking statements can be identified by the use of language such as
"may," "will," "expect," "anticipate," "estimate," "continue" or other similar
words. Such statements are based upon management's estimates, assumptions and
projections and are subject to substantial risks and uncertainties that could
cause actual results to differ materially from those set forth in the
forward-looking statements. Factors that could cause actual results to differ
materially from those in the forward-looking statements include, among other
things: contract delays, reductions or cancellations;

                                       24
<PAGE>

cost overruns with regard to fixed price contracts; problems and costs
associated with integrating past and future business combinations; various
political and economic risks of conducting business outside the United States,
including foreign economic conditions and currency rate fluctuations; changes in
laws and regulations; adjustments associated with percentage-of-completion
accounting; inability of subcontractors to perform on schedule and meet demand;
unexpected competitive pressures resulting in lower margins and volumes;
uncertainties in connection with start-up operations and opening new offices;
higher-than-anticipated costs of financing the business; loss of senior
personnel; and changes in the general level of business activity, and a failure
to complete the sale of the Security Products and Services Group.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

    See Item 2, Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources - Foreign Operations.


                                       25

<PAGE>

                          PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

      Kroll-O'Gara has been named as a defendant in eight lawsuits alleging that
its officers and directors breached their fiduciary duties in connection with
the now terminated proposed acquisition of a majority of Kroll-O'Gara's shares
by a company formed by Blackstone Capital Partners III Merchant Banking Fund
L.P. Five of the lawsuits were filed in the Court of Common Pleas, Butler
County, Ohio, and were consolidated on November 29, 1999. The remaining three
lawsuits were filed in the United States District Court for the Southern
District of New York and were consolidated on November 30, 1999. The plaintiffs
allege that Kroll-O'Gara's officers and directors breached their fiduciary
duties by deferring acquisitions, by negotiating an inadequate acquisition
price, by failing to engage in arms-length negotiations and by failing to seek
redress from Blackstone after Blackstone terminated the proposed transaction.
The plaintiffs also allege that Blackstone and AIG aided and abetted the
directors' and officers' alleged breaches of fiduciary duties. The plaintiffs
seek to bring their claims derivatively on behalf of the Company and also seek
class certification. On behalf of Kroll-O'Gara and the putative plaintiff
classes of shareholders, they seek a declaration that the individual defendants
breached their fiduciary duty and damages and attorneys' fees in an unspecified
amount. The defendants believe that the allegations in the complaints are
meritless and will defend the suits vigorously.

      In addition to the matters discussed above, Kroll-O'Gara is involved in
litigation from time to time in the ordinary course of its business; however,
Kroll-O'Gara does not believe that there is any such additional currently
pending litigation, individually or in the aggregate, that is likely to have a
material adverse effect on its business, financial condition, results of
operations or cash flows.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      (a)  Exhibits

          None

      (b)  Reports on Form 8-K

      During the quarter ended June 30, 2001, Kroll-O'Gara filed the following
current report on Form 8-K.

      Date of Report: April 23, 2001 (filed April 25, 2001); Item 5.


                                       26
<PAGE>

                                   SIGNATURES


      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized as of the 14th day of August, 2001.


                            THE KROLL-O'GARA COMPANY



                            By /s/ Nazzareno E. Paciotti
                              ----------------------------
                              Nazzareno E. Paciotti
                              Chief Financial Officer



                                       27