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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                  FORM 10-K/A-2
                                (AMENDMENT NO. 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, 2004 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)

              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 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 [ ]

     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, 2004, 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 $1,113,665,784.

     The number of shares of the Registrant's Common Stock outstanding as of May
25, 2005 was 34,549,995.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

REASONS FOR FILING AMENDMENT TO FORM 10-K/A

     We are filing this Form 10-K/A-2 (Amendment No. 2) to eliminate all
references to Mr. Gary Allen who was inadvertently included in the Form 10-K/A
(Amendment No. 1) as an executive officer of the Registrant. The following
disclosure shall replace and supersede the similar disclosure previously filed
with the Securities and Exchange Commission in the Form 10-K/A (Amendment No.
1).

                                       2

                                TABLE OF CONTENTS

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

PART III  Item 10. Directors and Executive Officers of the Registrant     4

          Item 12. Security Ownership of Certain Beneficial Owners        5
                   and Management and Related Stockholder Matters

PART IV   Item 15. Exhibits, Financial Statements and Schedules          11

                                       3

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

EXECUTIVE OFFICERS

     The following table sets forth the name, age and position of each of the
Company's current executive officers. The Company's executive officers are
appointed by and serve at the discretion of the Board of Directors of the
Company.

<TABLE>

NAME                 AGE                           POSITION
----                 ---                           --------

Warren B. Kanders     47   Chairman of the Board of Directors and Chief Executive Officer
Robert R. Schiller    42   President and Chief Operating Officer
Glenn J. Heiar        45   Chief Financial Officer
Robert F. Mecredy     58   President - Aerospace & Defense Group
Scott T. O'Brien      51   President - Armor Holdings Products Division
</TABLE>

     See the caption "Directors" above for biographical data with respect to
Messrs. Kanders and Schiller.

     GLENN J. HEIAR, 45, has served as the Company's Chief Financial Officer
since March 2004, Chief Accounting Officer since March 2003 and Chief Financial
Officer of the Company's Mobile Security Division since February 2002. From 1996
until 2001, Mr. Heiar was a Vice President and the Chief Financial Officer of
Pirelli Cables and Systems, North America. From 1987 to 1996, Mr. Heiar worked
for Alcatel Alsthom as a Financial Vice President and in various other financial
positions. Mr. Heiar graduated with a B.B.A. in Accounting from the University
of Wisconsin in 1982 and received a M.B.A. from the University of North Carolina
in 1992. Mr. Heiar is a certified public accountant and a certified management
accountant.

     ROBERT F. MECREDY, 58, has served as President of the Company's Aerospace &
Defense Group since December 2003 and Corporate Vice President for Government
Affairs since October 2001. From 1991 to 2001, Mr. Mecredy worked at Firearms
Training Systems, Incorporated, holding positions ranging from Director of U.S.
Military Marketing and Sales through Chief Executive Officer, President and
Director. From 1988 to 1990, Mr. Mecredy served as the Director of Army and
Marine Corps programs for Raytheon's Washington, D.C. Office. Mr. Mecredy
actively served in the U.S. Army from 1966 through 1986 (when he was honorably
discharged) where he held positions of increasing responsibility, including,
among other positions, Deputy Director of the Army Staff and White House
Liaison. Mr. Mecredy graduated Summa Cum Laude from Park University with a B.S.
in Economics in 1974 and received a M.B.A. from Webster University in 1980.

     SCOTT T. O'BRIEN, 51, has served as President of the Company's Products
Division since March 2005 and President and Chief Operating Officer of Safari
Land Ltd., Inc., one of our subsidiaries in our Products Division, since April
1999 when we acquired Safari Land Ltd., Inc. Since first joining Safari Land
Ltd., Inc. in 1974, Mr. O'Brien held progressively more responsible positions
before being appointed President and Chief Operating Officer in 1993. Mr.
O'Brien served as Vice President of Operations from 1988 until 1993; Vice
President of Manufacturing from 1985 until 1988; and Vice President of the Body
Armor Division from 1978 until 1985. Mr. O'Brien graduated with a B.A. in
Business Administration from California State University, Fullerton, in 1976.

                                       4

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     The table below shows the number of options and range of exercise prices
the Company granted to various employees and directors during our fiscal year
ended December 31, 2004 under our 1999 Stock Incentive Plan and Amended and
Restated 2002 Stock Incentive Plan (the "2002 Stock Incentive Plan").

PLAN NAME                        NUMBER OF GRANTS         GRANT PRICE RANGES
---------------------------  ------------------------  -----------------------
---------------------------  ------------------------  -----------------------
1999 Stock Incentive Plan              28,000              $33.04 - $33.92
2002 Stock Incentive Plan             951,000              $28.46 - $41.85

     The following table sets forth certain information regarding our equity
plans at December 31, 2004.

<TABLE>

                                        (A)                   (B)                            (C)

                                     Number of
                                 securities to be
                                    issued upon         Weighted-average       Number of securities remaining
                                    exercise of        exercise price of        available for future issuance
                                    outstanding           outstanding          under equity compensation plans
                                 options, warrants     options, warrants     (excluding securities reflected in
Plan Category                       and rights             and rights                    column (A))
-----------------------------   --------------------   -------------------   ------------------------------------

Equity compensation plans
approved by security holders        2,898,516                $23.08                       1,648,012

Equity compensation plans not
approved by security holders          260,000                $23.93                           0
                                --------------------

Total                               3,158,516
                                ====================
</TABLE>

     The table below shows the number of options and range of exercise prices we
granted to various employees and directors during our quarter ended March 31,
2005 under our 1999 Stock Incentive Plan and 2002 Stock Incentive Plan.

PLAN NAME                       NUMBER OF GRANTS          GRANT PRICE RANGES
----------------------------  ---------------------   --------------------------
----------------------------  ---------------------   --------------------------

1999 Stock Incentive Plan            130,000                $37.90 - $44.76
2002 Stock Incentive Plan          1,300,000                $37.90 - $45.93

     The following table sets forth certain information regarding our equity
plans at March 31, 2005.

                                       5

<TABLE>

                                          (A)                  (B)                         (C)
                                       Number of
                                   securities to be
                                      issued upon       Weighted-average      Number of securities remaining
                                      exercise of      exercise price of       available for future issuance
                                      outstanding         outstanding         under equity compensation plans
                                   options, warrants   options, warrants    (excluding securities reflected in
Plan Category                         and rights           and rights                   column (A))
--------------------------------  -------------------  -------------------  ------------------------------------

Equity compensation plans
approved by security holders          4,220,026              $29.76                       156,345

Equity compensation plans not
approved by security holders            160,000              $23.93                          0
                                  -------------------

Total                                 4,380,026
                                  ===================
</TABLE>

     Certain of the unvested stock options previously granted to employees were
accelerated on March 25, 2005, are presently exercisable and are subject to
lock-up restrictions of varying durations. In addition, on March 25, 2005, the
Company accelerated the issuance of certain stock options that the Company would
have awarded in the future to Mr. Kanders, Mr. Schiller, Mr. Heiar, Mr. Mecredy
and Mr. Scott O'Brien. The newly awarded stock options were vested upon
issuance, are presently exercisable and are subject to lock-up restrictions of
varying durations which coincide with the original vesting schedules. For more
information regarding the recently accelerated stock options, please see the
section labeled "Executive Compensation".

     We have two non-qualified equity plans, the 2002 Executive Stock Plan and
the 1998 Stock Option Plan, that have not been approved by stockholders. The
2002 Executive Stock Plan provides for the grant of a total of 470,000 stock
options and stock awards to our key employees. The Board of Directors, or a
committee designated by the Board consisting of two or more independent
directors, is authorized to set the price and terms and conditions of the
options and awards granted under the 2002 Executive Stock Plan. Options under
the 2002 Executive Stock Plan are substantially the same as the 2002 Stock
Incentive Plan except that we may only grant non-qualified stock options under
the 2002 Executive Stock Plan. The 2002 Executive Stock Plan was adopted on
March 13, 2002 and all shares available for grant under the 2002 Executive Stock
Plan were granted to our executive officers on March 13, 2002.

     The 1998 Stock Option Plan provides for the grant of a total of 725,000
stock options to our key employees. The Board of Directors, or a committee
designated by the Board consisting of two or more independent directors, is
authorized to set the price and terms and conditions of the options granted
under the 1998 Stock Option Plan. Options under the 1998 Stock Option Plan are
substantially the same as the Amended and Restated 1996 Stock Option Plan except
that we may only grant non-qualified stock options under the 1998 Stock Option
Plan. The 1998 Stock Option Plan was adopted on December 7, 1998 and all shares
available for grant under the 1998 Stock Option Plan were granted to our
executive officers effective January 1, 1999 or, if later, the renewal date of
their respective employment agreements.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth as of April 27, 2005 the number of shares
and percentage of our common stock owned by (i) each person known to the Company
to beneficially own five percent or more of the Company's common stock, (ii)
each of the Company's directors, (iii) each of our Named Executive Officers, and
(iv) our executive officers and directors as a group. Unless otherwise
indicated, each of the stockholders shown in the table below has sole voting and
investment power with respect to the shares beneficially owned. Unless otherwise
indicated, the address of each person named in the table below is c/o Armor
Holdings, Inc., 13386 International Parkway, Jacksonville, Florida 32218.

                                       6

<TABLE>

                                                                     Amount and
                                                                     nature of
                                                                     beneficial
Name                                                                ownership (1)     Percentage (16)
----                                                                -------------     ---------------

Warren B. Kanders and Kanders Florida Holdings, Inc. (2)              3,879,113            10.7%

T. Rowe Price Associates, Inc. (3)                                    2,813,300             8.1%

FleetBoston Financial Corporation (4)                                 2,065,005             6.0%

Friess Associates LLC (5)                                             1,768,900             5.1%

Robert R. Schiller (6)                                                  916,705             2.6%

Stephen Croskrey (7)                                                    249,423                *

Nicholas Sokolow (8)                                                    188,291                *

Burtt R. Ehrlich (9)                                                    113,880                *

Thomas W. Strauss (10)                                                  128,591                *

David R. Haas (11)                                                        9,375                *

Glenn J. Heiar (12)                                                     270,692                *

Deborah A. Zoullas (13)                                                  37,169                *

Robert F. Mecredy (14)                                                  227,424                *

All directors and executive officers as a group (11 persons) (15)     6,222,580            16.5%
* Less than 1%.
</TABLE>

(1) As used in this table, a beneficial owner of a security includes any person
who, directly or indirectly, through contract, arrangement, understanding,
relationship or otherwise has or shares (a) the power to vote, or direct the
voting of, such security or (b) investment power which includes the power to
dispose, or to direct the disposition of, such security. In addition, a person
is deemed to be the beneficial owner of a security if that person has the right
to acquire beneficial ownership of such security within 60 days of April 27,
2005.

(2) The amount of securities reported as beneficially owned includes: (i)
2,098,395 shares held by Kanders Florida Holdings, Inc., of which Mr. Kanders is
the sole stockholder and sole director and (ii) 117,100 shares of restricted
stock sales of which will be restricted until November 11, 2005; upon Mr.
Kanders' voluntary termination of employment with the Company, if the foregoing
lock-up period has not yet expired, it shall be extended for an additional five
year period; upon a change in control of the Company, any lock-up release period
that is still in effect in respect of such shares upon the occurrence of such
change in control shall terminate. The amount of securities reported as
beneficially owned also includes presently exercisable stock options to
purchase: (i) 328,800 shares at an exercise price of $37.90 per share; sales of
common stock issued upon an exercise of any such options will be subject to the
following lock-up restrictions: 50,000 shares will be restricted from sale until
January 1, 2007; 100,000 shares will be restricted from sale until January 1,
2008; 128,800 shares will be restricted from sale until January 1, 2009; and
50,000 shares will be restricted from sale until January 1, 2010; in addition,
upon Mr. Kanders' voluntary termination of employment with the Company, if the
foregoing lock-up periods have not yet expired, they shall each be extended for
an additional five year period; (ii) 110,000 shares at an exercise price of
$23.93 per share; (iii) 225,000 shares at an exercise price of $24.07 per share;
(iv) 250,000 shares at an exercise price of $24.07 per share; sales of common
stock issued upon an exercise of any such options will be restricted from sale
until December 31, 2006; in addition, upon Mr. Kanders' voluntary termination of
employment with the Company, if the foregoing lock-up period has not yet
expired, it shall be extended for an additional five year period; (v) 100,000
shares at an exercise price of $14.32 per share; (vi) 200,000 shares at an
exercise price of $14.32 per share; sales of common stock issued upon an
exercise of any such options are

                                       7

subject to the following lock-up restrictions: 100,000 shares will be restricted
from sale until July 26, 2005, and 100,000 shares will be restricted from sale
until July 26, 2006; in addition, upon Mr. Kanders' voluntary termination of
employment with the Company, any of the foregoing lock-up periods which have not
yet expired shall be extended for an additional five year period; (vii) 8,125
shares at an exercise price of $14.44 per share; (viii) 83,333 shares at an
exercise price of $28.90 per share; (ix) 166,667 shares at an exercise price of
$28.90 per share; sales of common stock issued upon an exercise of any such
options are subject to the following lock-up restrictions: 83,333 shares will be
restricted from sale until January 1, 2006, and 83,334 shares will be restricted
from sale until January 1, 2007; in addition, upon Mr. Kanders' voluntary
termination of employment with the Company, any of the foregoing lock-up periods
which have not yet expired shall be extended for an additional five year period;
and (x) 150,000 shares at an exercise price of $45.93 per share; sales of common
stock issued upon an exercise of any such options are subject to the following
lock-up restrictions: 50,000 shares will be restricted from sale until January
3, 2006; 50,000 shares will be restricted from sale until January 3, 2007; and
50,000 shares will be restricted from sale until January 3, 2008; in addition,
upon Mr. Kanders' voluntary termination of employment with the Company, any of
the foregoing lock-up periods which have not yet expired shall be extended for
an additional five year period. The amount of securities reported as
beneficially owned excludes: (i) 9,228 shares of common stock awarded to the
reporting person by the issuer as a restricted stock award, of which 4,614
shares vest on each of February 9, 2006, and February 9, 2007; (ii) 11,170
shares of common stock awarded to the reporting person by the issuer as a
restricted stock award, of which 3,723 shares vest on each of January 1, 2006
and 2007, and 3,724 shares vest on January 1, 2008; and (iii) 4,760 shares held
for the benefit of Mr. Kanders' children.

(3) This information has been obtained from Schedule 13G/A filed by T. Rowe
Price Associates, Inc. on February 15, 2005. The address of T. Rowe Price
Associates, Inc. is 100 E. Pratt Street, Baltimore, MD 21202.

(4) This information has been obtained from the Schedule 13G filed by
FleetBoston Financial Corporation on February 13, 2004. The address of
FleetBoston Financial Corporation is 100 Federal Street, Boston, MA 02110.

(5) This information has been obtained from Schedule 13G filed by Friess
Associates LLC on February 14, 2005. The address of Friess Associates LLC is 115
E. Snow King, Jackson, WY 83001.

(6) The amount of securities reported as beneficially owned includes 95,325
shares of restricted stock sales of which will be restricted until November 11,
2005; upon Mr. Schiller's voluntary termination of employment with the Company,
if the foregoing lock-up period has not yet expired, it shall be extended for an
additional five year period; upon a change in control of the Company, any
lock-up release period that is still in effect in respect of such shares upon
the occurrence of such change in control shall terminate. The amount of
securities reported as beneficially owned also includes presently exercisable
stock options to purchase: (i) 219,200 shares at an exercise price of $37.90 per
share; sales of common stock issued upon an exercise of any such options will be
subject to the following lock-up restrictions: 33,333 shares will be restricted
from sale until January 1, 2007; 66,666 shares will be restricted from sale
until January 1, 2008; 85,867 shares will be restricted from sale until January
1, 2009; and 33,334 shares will be restricted from sale until January 1, 2010;
in addition, upon Mr. Schiller's voluntary termination of employment with the
Company, any of the foregoing lock-up periods which have not yet expired shall
be extended for an additional five year period; (ii) 50,000 shares at an
exercise price of $23.93 per share; (iii) 66,666 shares at an exercise price of
$17.12 per share; (iv) 133,334 shares at an exercise price of $17.12 per share;
sales of common stock issued upon an exercise of any such options are subject to
the following lock-up restrictions: 66,667 shares will be restricted from sale
until October 8, 2005, and 66,667 shares will be restricted from sale until
October 8, 2006; in addition, upon Mr. Schiller's voluntary termination of
employment with the Company, any of the foregoing lock-up periods which have not
yet expired shall be extended for an additional five year period; (v) 100,694
shares at an exercise price of $15.05 per share; (vi) 50,000 shares at an
exercise price of $15.05 per share; sales of common stock issued upon an
exercise of any such options will be restricted from sale until December 31,
2005; in addition, upon Mr. Schiller's voluntary termination of employment with
the Company, if the foregoing lock-up period has not yet expired, it shall be
extended for an additional five year period; and (vii) 100,000 shares at an
exercise price of $45.93 per share; sales of common stock issued upon an
exercise of any such options are subject to the following lock-up restrictions:
33,333 shares will be restricted from sale until January 3, 2006; 33,333 shares
will be restricted from sale until January 3, 2007; and 33,334 shares will be
restricted from sale until January 3, 2008; in addition, upon Mr. Schiller's
voluntary termination of employment with the Company, any of the foregoing
lock-up periods which have not yet expired shall be extended for an additional
five year period. The amount of securities reported as beneficially owned
excludes: (i) 11,170 shares of restricted stock 3,723 shares of which will vest
on each of

                                       8

January 1, 2006 and 2007, and 3,724 shares of which will vest on January 1,
2008; and (ii) 6,921 shares of restricted stock which vests on February 9, 2007.

(7) Mr. Croskrey, our former President and CEO, Products Division,
terminated his employment with the Company effective March 7, 2005, and the
information contained in this table is as of that date. The amount of securities
reported as beneficially owned also includes presently exercisable stock options
to purchase 10,000 share at an exercise price of $44.76 per share. The amount of
securities reported as beneficially owned excludes: (i) 2,851 shares of
restricted stock which will vest on December 31, 2006 and (ii) 1,954 shares of
restricted stock which will vest on March 7, 2008.

(8) The amount of securities reported as beneficially owned also includes
presently exercisable stock options to purchase: (i) 9,000 shares at an exercise
price of $3.75 per share; (ii) 10,000 shares at an exercise price of $9.6875 per
share, (iii) 10,000 shares at an exercise price of $13.1875 per share, (iv)
12,500 shares at an exercise price of $14.44 per share, (v) 12,500 shares at an
exercise price of $24.07 per share, (vi) 15,000 shares at an exercise price of
$14.32 per share, and (vii) 9,375 shares at an exercise price of $35.40 per
share. Also includes 60,000 shares owned by S.T. Investors Fund, LLC, a limited
liability company of which Mr. Sokolow is a member, 10,000 shares owned by Mr.
Sokolow's profit sharing plan and 11,200 shares held for the benefit of Mr.
Sokolow's children and of which Mr. Sokolow disclaims beneficial ownership. The
amount of securities reported as beneficially owned excludes stock options to
purchase 3,125 shares at an exercise price of $35.40 which vests on June 30,
2005.

(9) The amount of securities reported as beneficially owned also includes
presently exercisable stock options to purchase: (i) 12,500 shares at an
exercise price of $24.07 per share and (ii) 9,375 shares at an exercise price of
$35.40 per share. Excludes: (i) 5,000 shares owned by Mr. Ehrlich's children;
(ii) 6,500 shares in trust for the benefit of his children, of which Mr.
Ehrlich's spouse is trustee; and (iii) 400 shares owned by Mr. Ehrlich's
spouse's individual retirement account of which Mr. Ehrlich disclaims beneficial
ownership. The amount of securities reported as beneficially owned also excludes
stock options to purchase 3,125 shares at an exercise price of $35.40 per share
which vest on June 30, 2005.

(10) The amount of securities reported as beneficially owned also includes
presently exercisable stock options to purchase: (i) 46,591 shares at an
exercise price of $7.50 per share (ii) 10,000 shares at an exercise price of
$9.6875 per share, (iii) 10,000 shares at an exercise price of $13.1875 per
share, (iv) 12,500 shares at an exercise price of $14.44 per share, (v) 12,500
shares at an exercise price of $24.07 per share, (vi) 12,000 shares at an
exercise price of $14.32 per share, and (vii) 9,375 shares at an exercise price
of $35.40 per share. The amount of securities reported as beneficially owned
excludes stock options to purchase 3,125 shares at an exercise price of $35.40
which vests on June 30, 2005.

(11) The amount of securities reported as beneficially owned includes presently
exercisable stock options to purchase 9,375 shares at an exercise price of
$35.40. The amount of securities reported as beneficially owned excludes stock
options to purchase 3,125 shares at an exercise price of $35.40 which vests on
June 30, 2005.

(12) The amount of securities reported as beneficially owned also includes
presently exercisable stock options to purchase: (i) 75,000 shares at an
exercise price of $37.90 per share; sales of common stock issued upon an
exercise of any such options will be subject to the following lock-up
restrictions: 6,250 shares will be restricted from sale until January 1, 2008;
12,500 shares will be restricted from sale until January 1, 2009; 18,750 shares
will be restricted from sale until January 1, 2010; 18,750 shares will be
restricted from sale until January 1, 2011; 12,500 shares will be restricted
from sale until January 1, 2012; and 6,250 shares will be restricted from sale
until January 1, 2013; in addition, upon Mr. Heiar's voluntary termination of
employment with the Company, any of the foregoing lock-up periods which have not
yet expired shall be extended for an additional five year period; (ii) 20,000
shares at an exercise price of $28.46; (iii) 80,000 shares at an exercise price
of $28.46; sales of common stock issued upon an exercise of any such options are
subject to the following lock-up restrictions: 20,000 shares will be restricted
from sale until March 11, 2006; 20,000 shares will be restricted from sale until
March 11, 2007; 20,000 shares will be restricted from sale until March 11, 2008;
and 20,000 shares will be restricted from sale until March 11, 2009; in
addition, upon Mr. Heiar's voluntary termination of employment with the Company,
any of the foregoing lock-up periods which have not yet expired shall be
extended for an additional five year period; (iv) 54,391 shares at an exercise
price of $21.75; and (v) 25,000 shares at an exercise price of $44.76; sales of
common stock issued upon an exercise of any such options will be subject to the
following lock-up restrictions: all of the shares will be restricted from sale
for two years from February 10, 2005 (the "Vesting Date"), 75% of the shares
will be restricted from sale for three years from the Vesting Date, 50% of the
shares will be restricted from sale for four years from the Vesting Date, and
25% of the shares will be restricted from

                                       9

sale for five years from the Vesting Date. The amount of securities reported as
beneficially owned excludes: (i) 1,954 shares of restricted stock of which 651
will vest on each of January 1, 2006 and 2007, and 652 shares of which will vest
on January 1, 2008; (ii) 25,000 shares of restricted stock which will vest upon
a change of control of the Company; (iii) 2,000 shares of restricted stock which
vests on December 31, 2005; and (iv) 1,520 shares of restricted stock which
vests on December 31, 2006.

(13) The amount of securities reported as beneficially owned also includes
presently exercisable stock options to purchase: (i) 15,794 shares at an
exercise price of $13.98; (ii) 12,000 shares at an exercise price of $14.32 per
share, and (iii) 9,375 shares at an exercise price of $35.40 per share. The
amount of securities reported as beneficially owned excludes stock options to
purchase 3,125 shares at an exercise price of $35.40 per share which vest on
June 30, 2005.

(14) Includes stock options to purchase: (i) 8,333 shares at an exercise price
of $23.09 which are presently exercisable; (ii) 66,667 shares at an exercise
price of $17.12 which are presently exercisable; sales of common stock issued
upon an exercise of any such options are subject to the following lock-up
restrictions: 33,333 shares will be restricted from sale until October 8, 2005,
and 33,334 shares will be restricted from sale until October 8, 2006; in
addition, upon Mr. Mecredy's voluntary termination of employment with the
Company, any of the foregoing lock-up periods which have not yet expired shall
be extended for an additional five year period; (iii) 75,000 shares at an
exercise price of $44.76 which are presently exercisable; sales of common stock
issued upon an exercise of any such options will be subject to the following
lock-up restrictions: all of the shares will be restricted from sale for two
years from February 10, 2005 (the "Vesting Date"), 75% of the shares will be
restricted from sale for three years from the Vesting Date, 50% of the shares
will be restricted from sale for four years from the Vesting Date, and 25% of
the shares will be restricted from sale for five years from the Vesting Date;
and (iv) 75,000 shares at an exercise price of $37.90 which are presently
exercisable; sales of common stock issued upon an exercise of any such options
will be subject to the following lock-up restrictions: 6,250 shares will be
restricted from sale until January 1, 2008; 12,500 shares will be restricted
from sale until January 1, 2009; 18,750 shares will be restricted from sale
until January 1, 2010; 18,750 shares will be restricted from sale until January
1, 2011; 12,500 shares will be restricted from sale until January 1, 2012; and
6,250 shares will be restricted from sale until January 1, 2013; in addition,
upon the Mr. Mecredy's voluntary termination of employment with the Company, or
termination for cause, any of the foregoing lock-up periods which have not yet
expired shall be extended for an additional five year period. Excluded are the
following unvested grants of restricted stock: (i) 3,351 shares of which 1,117
shares will vest on each of January 1, 2006, January 1, 2007, and January 1,
2008; (ii) 25,000 shares which will vest upon a change of control of the
Company; (iii) 2,400 shares which will vest on December 31, 2005; and (iv) 1,900
shares which will vest on December 31, 2006.

(15) See footnotes (2) and (6) through (14).

(16) Percent is based on 34,535,765 shares of common stock outstanding as of
April 27, 2005.

     The Company is not aware of any material proceedings to which any of the
Company's directors, executive officers, affiliates of the foregoing persons or
any security holder, including any owner of record or beneficial owner of more
than 5% of any class of the Company's voting securities, is a party adverse to
the Company or has a material interest adverse to the Company.

                                       10

                                     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-2 (Amendment No. 2):

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.

                                       11

                                   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 27, 2005

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
Dated: May 27, 2005

/s/ Glenn J. Heiar                          /s/ Nicholas Sokolow
------------------------------------        -----------------------------------
Glenn J. Heiar                              Nicholas Sokolow
Chief Financial Officer                     Director
(Principal Financial Officer and            Dated: May 27, 2005
Principal Accounting Officer)
Dated: May 27, 2005

/s/ Burtt R. Ehrlich                        /s/ Thomas W. Strauss
------------------------------------        -----------------------------------
Burtt R. Ehrlich                            Thomas W. Strauss
Director                                    Director
Dated: May 27, 2005                         Dated: May 27, 2005

/s/ David R. Haas                           /s/ Deborah A. Zoullas
---------------------------                 ------------------------------------
David R. Haas                               Deborah A. Zoullas
Director                                    Director
Dated: May 27, 2005                         Dated: May 27, 2005

                                 EXHIBIT INDEX

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.
```