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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------
                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the fiscal year ended December 31, 2005

                                       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
   INCORPORATION OR ORGANIZATION)                        IDENTIFICATION NO.)


      13386 INTERNATIONAL PARKWAY
          JACKSONVILLE, FLORIDA                                 32218
(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 if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [x]  No [ ]

         Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ]  No [x]

         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 a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act. (Check one):

Large accelerated filer [x]   Accelerated filer [ ]   Non-accelerated filer [ ]



         Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes [ ]  No [x]

         The aggregate market value of voting and non-voting common equity held
by non-affiliates of the Registrant as of June 30, 2005, 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 $1,368,761,972.

         The number of shares of the Registrant's Common Stock outstanding as of
July 13, 2006 was 35,803,941.

                       DOCUMENTS INCORPORATED BY REFERENCE

None.

                  REASONS FOR FILING AMENDMENT TO FORM 10-K/A

         This Amendment No. 1 to our Form 10-K for the fiscal year ended
December 31, 2005 (File No. 001-11667), initially filed with the Securities and
Exchange Commission on March 15, 2006, is being filed solely to update certain
information set forth in Exhibit 23.1 "Consent of PricewaterhouseCoopers LLP",
which appears in Part IV, Item 15, Exhibits, Financial Statements and Schedules.





                                TABLE OF CONTENTS



                                                                     Page Number
                                                                     -----------

PART IV    Item 15. Exhibits, Financial Statements and Schedules          3

                                       2





                                    PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

(a)  None.

(b)  Exhibits

     The following Exhibits are hereby filed as part of this Annual Report on
Form 10-K/A (Amendment No. 1):

EXHIBIT NO.     DESCRIPTION


23.1            Consent of PricewaterhouseCoopers LLP.

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.


                                       3






                                   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: July 20, 2006


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                      /s/ Robert R. Schiller
------------------------------------       ------------------------------------
Warren B. Kanders                          Robert R. Schiller
Chairman of the Board of Directors         President and Chief Operating Officer
and Chief Executive Officer                July 20, 2006
July 20, 2006

/s/ Glenn J. Heiar                         /s/ Nicholas Sokolow
-----------------------------------        ----------------------------------
Glenn J. Heiar                             Nicholas Sokolow
Chief Financial Officer                    Director
(Principal Financial Officer and           July 20, 2006
Principal Accounting Officer)
July 20, 2006

/s/ Burtt R. Ehrlich                       /s/ David R. Haas
-----------------------------------        -----------------------------------
Burtt R. Ehrlich                           David R. Haas
Director                                   Director
July 20, 2006                              July 20, 2006

/s/ Deborah A. Zoullas
------------------------------
Deborah A. Zoullas
Director
July 20, 2006





                                  EXHIBIT INDEX

Exhibit No.     Description


23.1            Consent of PricewaterhouseCoopers LLP.

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.`