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                  Certification of Principal Financial Officer

I, Glenn J. Heiar, certify that:

         1.   I have reviewed this Annual Report on Form 10-K of Armor Holdings,
              Inc.;

         2.   Based on my knowledge, this report does not contain any untrue
              statement of a material fact or omit to state a material fact
              necessary to make the statements made, in light of the
              circumstances under which such statements were made, not
              misleading with respect to the period covered by this report;

         3.   Based on my knowledge, the financial statements, and other
              financial information included in this report, fairly present in
              all material respects the financial condition, results of
              operations and cash flows of the registrant as of, and for, the
              periods presented in this report;

         4.   The registrant's other certifying officer and I are responsible
              for establishing and maintaining disclosure controls and
              procedures (as defined in Exchange Act Rules 13a-15(e) and
              15d-15(e)) and internal control over financial reporting (as
              defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
              registrant and have:

                a. Designed such disclosure controls and procedures, or caused
                   such disclosure controls and procedures to be designed under
                   our supervision, to ensure that material information relating
                   to the registrant, including its consolidated subsidiaries,
                   is made known to us by others within those entities,
                   particularly during the period in which this report is being
                   prepared;

                b. Designed such internal control over financial reporting, or
                   caused such internal control over financial reporting to be
                   designed under our supervision, to provide reasonable
                   assurance regarding the reliability of financial reporting
                   and the preparation of financial statements for external
                   purposes in accordance with generally accepted accounting
                   principles;

                c. Evaluated the effectiveness of the registrant's disclosure
                   controls and procedures and presented in this report our
                   conclusions about the effectiveness of the disclosure
                   controls and procedures, as of the end of

                   the period covered by this report based on such evaluation;
                   and

                d. Disclosed in this report any change in the registrant's
                   internal control over financial reporting that occurred
                   during the registrant's fourth fiscal quarter that has
                   materially affected, or is reasonably likely to materially
                   affect, the registrant's internal control over financial
                   reporting; and

         5.   The registrant's other certifying officer and I have disclosed,
              based on our most recent evaluation of internal control over
              financial reporting, to the registrant's auditors and the audit
              committee of the registrant's board of directors (or persons
              performing the equivalent functions):

                a. All significant deficiencies and material weaknesses in the
                   design or operation of internal control over financial
                   reporting which are reasonably likely to adversely affect the
                   registrant's ability to record, process, summarize and report
                   financial information; and

                b. Any fraud, whether or not material, that involves management
                   or other employees who have a significant role in the
                   registrant's internal control over financial reporting.

Date: March 7, 2005                      By:    /s/ Glenn J. Heiar
                                                ------------------------------
                                         Name:  Glenn J. Heiar
                                         Title: Chief Financial Officer
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