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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------
                                  FORM 10-K/A-2

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the fiscal year ended December 31, 2003

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 For the transition period from ________ to __________


                         COMMISSION FILE NUMBER 0-18863

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

                              ARMOR HOLDINGS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             DELAWARE                                   59-3392443
 (STATE OR OTHER JURISDICTION OF             (IRS EMPLOYER IDENTIFICATION NO.)
  INCORPORATION OR ORGANIZATION)

 1400 MARSH LANDING PARKWAY, SUITE 112
        JACKSONVILLE, FLORIDA                             32250
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)

                                 (904) 741-5400
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
               Title of each class: Common Stock, $0.01 par value
       Name of each exchange on which registered: New York Stock Exchange

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                      None

         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 twelve 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 [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [x]

         Indicate by check mark whether the registrant is an accelerated filer
(as defined in rule 12B-2 of the Act)

         Yes [x] No [ ]

         The aggregate market value of voting and non-voting common equity held
by non-affiliates of the Registrant as of June 30, 2003, the last business day
of the Registrant's most recently completed second fiscal quarter (based on the
closing sale price of the Common Stock on the New York Stock Exchange on such
date) was $369,446,455.

         The number of shares of the Registrant's Common Stock outstanding as of
March 5, 2004 was 28,542,987.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of our Proxy Statement for our Annual Meeting of Stockholders to be
held on June, 22, 2004, are incorporated by reference into Part III hereof.

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REASONS FOR FILING AMENDMENT TO FORM 10-K/A

We are filing this Form 10-K/A-2 to include certain exhibits that were
inadvertently omitted.


                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES, AND REPORTS ON FORM 8-K


(c) Exhibits

         The following Exhibits are hereby filed as part of this Annual Report
on Form 10-K/A:

EXHIBIT NO. DESCRIPTION

*31.1     Certification of Principal Executive Officer, as required by Rule
          13a-14(a) of the Securities Exchange Act of 1934.

*31.2     Certification of Principal Financial Officer, as required by Rule
          13a-14(a) of the Securities Exchange Act of 1934.

*32.1     Certification of Principal Executive Officer, as required by Rule
          13a-14(b) of the Securities Exchange Act of 1934.

*32.2     Certification of Principal Financial Officer, as required by Rule
          13a-14(b) of the Securities Exchange Act of 1934.




--------------------------
*        Filed herewith.



                                       2
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                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


                                      ARMOR HOLDINGS, INC.

                                      /s/ Warren B. Kanders
                                      -----------------------------------------
                                      Warren B. Kanders
                                      Chairman of the Board of Directors and
                                      Chief Executive Officer
                                      Dated: May 10, 2004


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:


/s/ Warren B. Kanders
-----------------------------------
Warren B. Kanders
Chairman of the Board of Directors
and Chief Executive Officer
May 10, 2004

/s/ Glenn J. Heiar                          /s/ Nicholas Sokolow
-----------------------------------         ----------------------------------
Glenn J. Heiar                              Nicholas Sokolow
Chief Financial Officer                     Director
May 10, 2004                                May 10, 2004

/s/ Burtt R. Ehrlich                        /s/ Thomas W. Strauss
-----------------------------------         ----------------------------------
Burtt R. Ehrlich                            Thomas W. Strauss
Director                                    Director
May 10, 2004                                May 10, 2004

/s/ Alair A. Townsend                       /s/ Deborah A. Zoullas
-----------------------------------         ----------------------------------
Alair A. Townsend                           Deborah A. Zoullas
Director                                    Director
May 10, 2004                                May 10, 2004

/s/ David R. Haas
-----------------------------------
David R. Haas
Director
May 10, 2004