<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                             F O R M  1 0 - KSB/A-1

 (Mark One)

          [X]     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

                 For the fiscal year ended: December 28, 1996

          [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                        Commission File Number 0-18863

                             ARMOR HOLDINGS, INC.
                (Name of small business issuer in its charter)

               Delaware                                    59-3392443
       (State of Incorporation)                    (I.R.S. Employer I.D. No.)

        13386 International Parkway
        Jacksonville, FL                                      32218
 (Address of Principal Executive Offices)                   (Zip Code)

        Issuer's telephone number, including area code: (904) 741-5402

             Securities registered under Section 12(b) of the Act:

                   Common Stock, par value of $.01 per share

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
                       -----                    -----

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB. _____

The issuer's revenues for the fiscal year ending December 28, 1996 were
$18,011,014.

As of April 28, 1997, the registrant has 11,641,362 shares of Common Stock,
par value of $.01 per share, outstanding, and the aggregate market value of
outstanding voting stock (based upon closing of such stock on the American
Stock Exchange at the close of business on April 28, 1997) held by
non-affiliates was approximately $54,173,973.

            APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                    PROCEEDINGS DURING THE PAST FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act of
1934 after the distribution of securities under a plan confirmed by a court.

                      Yes  X                   No
                         -----                   -----

                     DOCUMENTS INCORPORATED BY REFERENCE:

                                     NONE



<PAGE>



                                   PART III



ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
         CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A)
         OF THE SECURITIES EXCHANGE ACT OF 1934

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

DIRECTORS

         Each of the persons identified below has served as a director of
Armor Holdings, Inc. (the "Company") since the date set forth opposite their
respective name, and will continue to serve in such capacity for one year or
until their respective successors are duly elected and qualified.

                                           POSITIONS                  DIRECTOR
NAME                              AGE      AND OFFICE                 SINCE
----                              ---      ----------                 --------
Warren B. Kanders (1)(2)(3)(4)    39       Chairman of the Board of   1996
                                           Directors

Jonathan M. Spiller               45       Director, Chief Executive  1991
                                           Officer and President

Burtt R. Ehrlich (1)(2)           57       Director                   1996

Nicolas Sokolow (1)(2)(3)         46       Director                   1996

Thomas W. Strauss(1)              54       Director                   1996

Richard C. Bartlett(3)(4)         61       Director                   1996

Alair A. Townsend                 55       Director                   1996

(1)      Member of Audit Committee
(2)      Member of Compensation Committee
(3)      Member of Nominating Committee
(4)      Member of Option Committee


WARREN B. KANDERS

                  Warren B. Kanders was elected Chairman of the Board of
Directors on January 18, 1996. Mr. Kanders also served as Vice Chairman of the
Board of Directors of Benson Eyecare Corporation, a New York Stock Exchange
listed company, from October 1992 to May 3, 1996. Mr. Kanders was the
President and a Director of Pembridge Holdings, Inc. from June 1992 to March
1993. Since 1990, Mr. Kanders has been President of Kanders and Company, Inc.,
an investment management company. From 1987 to 1990, Mr. Kanders was the
founder and

                                       2

<PAGE>



Managing Director of Great Pacific Capital, Inc., which provided investment
management advice to the Jim Pattison Group, one of Canada's largest
privately-owned companies. From 1983 to 1987, Mr. Kanders was Vice President
and Director of U.S. Mergers and Acquisitions for Orion Royal Bank Limited, a
merchant bank wholly-owned by the Royal Bank of Canada. Mr. Kanders also
serves as Trustee and Chairman of the Investment Committee of Choate Rosemary
Hall School, Wallingford, Connecticut. Mr. Kanders received a B.A. degree in
Economics from Brown University.

JONATHAN M. SPILLER

                  Jonathan M. Spiller has been a Director of the Company since
July 1991 and is the Company's President and Chief Executive Officer. Mr.
Spiller became President of the Company in June 1991, and has served as its
Chief Executive Officer since September 21, 1993. Mr. Spiller formerly served
as the Company's Chief Operating Officer from June 1991 to September 1993,
when he was named Chief Executive Officer. Mr. Spiller is a certified public
accountant and was previously a partner in the international accounting firm
of Deloitte & Touche LLP, where he spent a total of eighteen years, most
recently as a partner in the Capital Markets Group, where he was responsible
for international transactions. From March 1988 to July 1989, Mr. Spiller was
the Senior Vice President and Chief Financial Officer of Hunter Environmental
Services, Inc., a large publicly held company in the environmental field. Mr.
Spiller received a B.S. degree in Economics from the University of Wales and
is a Fellow of the Institute of Chartered Accountants in England and Wales.

BURTT R. EHRLICH

                  Burtt R. Ehrlich was elected a Director of the Company on
January 18, 1996. Mr. Ehrlich previously served as a Director of Benson
Eyecare Corporation, a New York Stock Exchange listed company, from its
inception in 1986 to 1995, and as its Chairman and Chief Operating Officer
from 1986 until October 1992. Mr. Ehrlich is a Trustee of the Reserve Private
Equity Series of mutual funds and a Director of the Cater Allen family of
mutual funds in the United Kingdom. He is also a former Treasurer and Trustee
of the Carnegie Council on Ethics and International Affairs, and a former
Trustee of the Buckingham Browne and Nichols School. Mr. Ehrlich received a
B.A. degree from Columbia College and an M.B.A. from Columbia University
Graduate School of Business.

NICOLAS SOKOLOW

                  Nicolas Sokolow was elected a Director of the Company on
January 18, 1996. Mr. Sokolow is a senior partner in the law firm of Sokolow,
Dunaud, Mercadier & Carreras. From June 1973 until October 1994, Mr. Sokolow
was an associate and partner with the international law firm of Coudert
Brothers. Mr. Sokolow is also a Director of Rexel, Inc., a New York Stock
Exchange listed company. Mr. Sokolow, who is a member of the Paris Bar,
received

                                       3

<PAGE>



his education from the Paris School of Law, Institute of Political
Sciences-Business Administration and the University of Michigan.

THOMAS W. STRAUSS

                  Thomas W. Strauss was elected a Director of the Company on
May 13, 1996. Mr. Strauss is a Principal with Ramius Capital Group, a
privately held investment management firm. Prior to joining Ramius Capital,
Mr. Strauss was Co-Chairman of Granite Capital International Group.

                  From 1963 to 1991, Mr. Strauss was with Salomon Brothers
Inc. He was admitted as a General Partner in 1972 and was appointed to the
Executive Committee in 1981. In 1986, Mr. Strauss became President of Salomon
Brothers Inc ("Salomon") and a Vice Chairman and member of the Board of
Directors of Salomon Inc., the holding company of Salomon, and Phibro Energy,
Inc. As President of Salomon, he had a special focus on the International
Investment Banking and High Yield activities of the firm. Prior to becoming
President of Salomon, he was responsible for the U.S. Government, Money Market
and Foreign Exchange Departments.

                  Mr. Strauss is a former member of the Boards of Governors of
the American Stock Exchange, the Chicago Mercantile Exchange, the Public
Securities Association, the Securities Industry Association and a former
member of the U.S. Japan Business-Council. He is a past President of the
Association of Primary Dealers in U.S. Government Securities.

                  Mr. Strauss currently serves as a member of the Boards of
Trustees of The Mount Sinai Medical Center, Riverdale Country School, the
Board of Overseers of the School of Arts & Sciences of the University of
Pennsylvania, the Advisory Board of Randall's Island Sports Foundation and The
Corporation of the Hurricane Island Outward Bound School. Mr. Strauss received
a B.A. degree in Economics from the University of Pennsylvania.

RICHARD C. BARTLETT

                  Richard C. Bartlett was elected a Director of the Company on
May 13, 1996. Mr. Bartlett is the Vice Chairman of Mary Kay Holding
Corporation and the Chairman of The Richmont Group. Prior to being named Vice
Chairman of Mary Kay Holding Corporation in January 1993, Mr. Bartlett served
as President and Chief Operating Officer of Mary Kay Inc. from 1987 through
1992. Mr. Bartlett joined Mary Kay in 1973 and became an officer in 1976. He
has served on the Board of Directors of Mary Kay Inc. from 1979 to 1995.

                  Prior to being named Chairman of the Board of The Richmont
Group in 1995, Mr. Bartlett served as Chief Executive Officer from 1994 to
1995. The Richmont Group is a holding company comprised of six companies doing
business in seven countries. The Richmont

                                       4

<PAGE>



companies' portfolio businesses includes, but is not limited to, financial
services, apparel, sporting goods and restaurant chains.

                  Mr. Bartlett is a former Chairman of the U.S. Direct Selling
Education Foundation ("US DSEF") and the U.S. Direct Selling Association. He
currently serves on the Boards of Directors of both organizations, as well as
on the executive committee of the US DSEF. Mr. Bartlett is Chairman and a
Trustee of The Nature Conservancy of Texas. He also serves on the Board of the
Better Business Bureau of Metropolitan Dallas, Inc., and is a member of the
World Economic Forum, the National Center for Policy Analysis, The Conference
Board and the Academy of Marketing Science. He also serves on the advisory
boards of the Positive Employee Practices Institute, the Center for Retailing
Studies at Texas A&M University, the Center for Retailing Education and
Research at the College of Business Administration at the University of
Florida, the Department of Range, Wildlife, and Fisheries Management at Texas
Tech University, the advisory council of the University of Texas Press and the
global board of advisors for The Economist Group's Crossborder Monitor.

                  Mr. Bartlett received a B.S. degree in Communications from
the University of Florida, Gainesville.

ALAIR A. TOWNSEND

                  Alair A. Townsend was elected a Director of the Company on
December 9, 1996. Ms. Townsend became publisher of Crain's New York Business
in February 1989. Prior to joining Crain's New York Business, Ms. Townsend
served as New York City's Deputy Mayor for Finance and Economic Development
from February 1985 to January 1989.

                  Ms. Townsend is a Governor of the American Stock Exchange, a
former director of Fay's Inc., and a board member of Lincoln Center and the
New York City Partnership/Chamber of Commerce. She is chairman of the American
Woman's Economic Development Corporation and the Leadership Committee of the
Lincoln Center Consolidated Corporate Fund, and Vice Chairman of the Business
Council of New York State. She has been elected to the New York City
Partnership, and is a member of the Women's Forum and Advertising Women of New
York.

                  Ms. Townsend is a phi beta kappa graduate of Elmira College,
and holds a masters degree from the University of Wisconsin.

EXECUTIVE OFFICERS

                  Each of the persons identified below has served as an
officer of the Company since the date set forth opposite their respective
name, and will continue to serve in such capacity until the next meeting of
the Board of Directors appointing officers and until a successor is duly
elected and qualified. For biographical information concerning Mr. Spiller,
see "Identification of Directors and Executive Officers--Directors."


                                       5

<PAGE>
                                                                    EXECUTIVE
                                                                      OFFICE
NAME                      AGE        POSITION                         SINCE
----                      ---        --------                         -----
Jonathan M. Spiller       45         President and Chief Executive     1991
                                     Officer

Richard T. Bistrong       33         Vice President-                   1995
                                     Sales and Marketing

Carol T. Burke            35         Vice President-Finance and        1995
                                     Secretary

Robert R. Schiller        34         Vice President-Corporate          1996
                                     Development


RICHARD T. BISTRONG

                  Mr. Bistrong has been the Company's Vice President of Sales
and Marketing since February 1995, when he joined the Company. He is
responsible for managing and directing all efforts and activities of the
Company's domestic sales staff. Mr. Bistrong is also responsible for the
development and support of all distributor relationships. Prior to joining the
Company, Mr. Bistrong held the position of Director of Retail Operations for
Fechheimer Brothers Company, a wholly-owned subsidiary of Berkshire Hathaway,
for a period of two years. From 1986 to 1992, Mr. Bistrong was the Executive
Vice President of Point Blank Body Armor, where he was responsible for the
domestic sales organization. Mr. Bistrong has a B.A. degree in Political
Science from the University of Rochester and a Masters of Arts degree in
Foreign Affairs from the University of Virginia.

CAROL T. BURKE

                  Ms. Burke has been the Vice President of Finance of the
Company since January 1996 and its Secretary since March 4, 1996. Ms. Burke
joined the Company as Controller in January 1995. She oversees and directs all
treasury, budgeting and accounting activities for the Company. Ms. Burke is
also responsible for the analysis of general economic, business and financial
conditions and their impact on the Company's policies and operations. Ms.
Burke, who is a certified public accountant, previously spent over five years
with the Walt Disney organization as a Senior Finance Manager where she worked
in both Orlando and at the Euro Disney operation in France. Prior to that
time, Ms. Burke served as a Senior Auditor for Arthur Andersen & Co. Ms. Burke
has a B.S. degree in both Accounting and Management Science from the
University of South Carolina.

ROBERT R. SCHILLER

                  Mr. Schiller became the Company's Vice President of
Corporate Development in July 1996. He is responsible for assisting in the
management of the Company's acquisition program, related financing activities,
and other corporate projects. From 1994 to 1996, Mr.Schiller


                                       6

<PAGE>



was a Principal in the merchant banking firm of Circadian Capital Corporation
and Director of Corporate Finance for its affiliate, Jonathan Foster & Co.
L.P., an NASD registered broker-dealer, from 1993 to 1995. From January 1995
to September 1995, Mr. Schiller served as Chief Financial Officer of Troma,
Inc., an independent film studio. From 1991 to 1992, Mr. Schiller served as
Vice President of the Special Situation Investment Fund, an investment fund
controlled by the Brooke Group. From 1987 to 1989, Mr. Schiller was with
Canadian Imperial Bank of Commerce, most recently as Vice President,
Acquisition Finance. Mr. Schiller has a B.A. in Economics from Emory
University and an MBA from Harvard Business School.

SIGNIFICANT EMPLOYEES

         None.

FAMILY RELATIONSHIPS

         None.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

                  Except as hereinafter provided with respect to Messrs.
Strauss and Spiller, no director, director nominee, executive officer,
promoter or control person has, within the last five years: (i) had a
bankruptcy petition filed by or against any business of which such person was
a general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time; (ii) been convicted in a criminal
proceeding or is currently subject to a pending criminal proceeding (excluding
traffic violations or similar misdemeanors); (iii) been subject to any order,
judgment or decree, not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction, permanently or temporarily enjoining,
barring, suspending or otherwise limiting his involvement in any type of
business, securities or banking activities; (iv) been found by a court of
competent jurisdiction (in a civil action), the Securities and Exchange
Commission (the "Commission") or the Commodity Futures Trading Commission to
have violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended or vacated.

                  On December 3, 1992, without admitting or denying any
liability, Mr. Strauss, a director nominee, consented to an order of the
Commission under which he was suspended from associating with any broker,
dealer, municipal securities dealer, investment company or investment advisor
for a period of six (6) months, and paid a civil penalty of $75,000. The
central claim in these proceedings was that as President of Salomon, Mr.
Strauss delayed in reporting an unauthorized bid by the head of Salomon's
Government Trading Desk who reported to one of Mr. Strauss' subordinates. Mr.
Strauss has maintained that he reported the unauthorized bid both to Salomon's
Chief Executive Officer and General Counsel immediately upon learning of the
unauthorized bid.

                  Mr. Spiller was employed by and served in a similar position
with the Company at the time the Company filed for Chapter 11 bankruptcy
protection in May 1992 through

                                       7

<PAGE>



the confirmation on September 20, 1993 of the Company's Third Amended and
Restated Plan of Reorganization (the "Plan of Reorganization") by the United
States Bankruptcy Court, Middle District of Florida, Jacksonville Division
(the "Bankruptcy Court").

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

                  Section 16(a) of the Securities Exchange Act of 1934 (the
"Exchange Act") requires the Company's directors and executive officers and
any persons who own more than 10% of the Company's capital stock to file with
the Commission (and, if such security is listed on a national securities
exchange, with such exchange), various reports as to ownership of such capital
stock. Such persons are required by Commission regulations to furnish the
Company with copies of all Section 16(a) forms they file.

                  Based solely upon reports and representations submitted by
the directors, executive officers and holders of more than 10% of the
Company's capital stock, all Forms 3, 4 and 5 showing ownership of and changes
of ownership in the Company's capital stock during the Company's fiscal year
ended December 28, 1996 ("Fiscal 1996") were timely filed with the Commission, 
NASDAQ and the American Stock Exchange, except as hereinafter set forth. Two 
directors and an executive officer did not timely file Form 3 reports upon 
assuming their positions with the Company, and did not timely report a total 
of 4 transactions on such form. In addition, two directors did not timely 
report a total of four transactions on Forms 3 and 4.


                                       8

<PAGE>



ITEM 10. EXECUTIVE COMPENSATION

COMPENSATION OF EXECUTIVE OFFICERS

         The following table sets forth all compensation, in excess of
$100,000, paid to the Company's Chief Executive Officer and the four other
most highly compensated executive officers of the Company for the fiscal years
1996, 1995 and 1994. The Company paid no compensation to its executive
officers under any long term compensation or retirement plans during the last
three years. The incremental cost of certain incidental personal benefits does
not exceed the lesser of $50,000 or 10% of compensation for any named
executive officer of the Company.

                          SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
                                           ANNUAL COMPENSATION                       LONG TERM COMPENSATION (1)
                                                                                               AWARDS

NAME AND PRINCIPAL                                                                                      ALL OTHER
POSITION                          YEAR         SALARY($)          BONUS($)         OPTIONS(#)        COMPENSATION($)
------------------                ----         ---------          --------         ----------        ---------------
<S>                               <C>           <C>                <C>               <C>                 <C>     
Jonathan M. Spiller               1996          160,000            60,000            24,000              5,775(2)
                                  ----                                                                           
Chief Executive Officer and       1995          160,000            21,000            18,000                ---
                                  ----                                                                           
President                         1994          140,000            62,000           432,000                ---
                                  ----                                                                           


Richard T. Bistrong               1996          120,000           107,000            50,000                ---
                                  ----                                                                           
Vice President-                   1995          120,000           105,000            50,000                ---
                                  ----                                                                           
Sales and Marketing               1994            ---               ---               ---                  ---
                                  ----                                                                           


Robert R. Schiller                1996         44,210(3)           45,000           150,000             17,500(4)
                                  ----                                                                           
Vice President-                   1995            ---               ---               ---                  ---
                                  ----
Corporate Development             1994            ---               ---               ---                  ---
                                  ----
</TABLE>

----------

(1)      The Company has no long term incentive compensation plan other than
         the 1994 Incentive Stock Option Plan and the 1996 Stock Option Plan
         and various individually granted options. The Company does not award
         stock appreciation rights, restricted stock awards or long term
         incentive plan pay-outs.

(2)      Represents the dollar value of 7,500 stock option grants awarded to
         Mr. Spiller in December, 1995. They became fully vested on January
         19, 1996.

(3)      Mr. Schiller became an employee of the Company on July 24, 1996. He
         was paid at an annual rate of salary of $120,000.

(4)      Represents compensation earned by Mr. Schiller in his capacity as a
         consultant to the Company prior to the execution of his employment
         agreement.


                                       9

<PAGE>



OPTIONS GRANTED IN FISCAL 1996

         The following information is furnished for the fiscal year ended
December 28, 1996 with respect to the Company's Chief Executive Officer and
each of the other executive officers of the Company for stock options granted
during such fiscal year. Stock options were granted without tandem stock
appreciation rights.


<TABLE>
<CAPTION>
                                    NUMBER OF
                                   SECURITIES             % OF TOTAL
                                   UNDERLYING          OPTIONS GRANTED          EXERCISE
                                     OPTIONS           TO EMPLOYEES IN         PRICE PER         EXPIRATION
NAME                              GRANTED(#)(1)          FISCAL YEAR          SHARE ($/S)           DATE
----                              -------------        ---------------        -----------        ----------
<S>                                   <C>                    <C>                 <C>              <C>  
Jonathan M. Spiller                   24,000                 5.1%                $1.00            1/19/2006

Richard T. Bistrong                   50,000                10.7%                 $ .97           1/19/2006

Robert R. Schiller                   150,000                32.1%                 $6.06           7/24/2006

Carol T. Burke                        30,000                 6.4%                 $ .97           1/19/2006
</TABLE>

----------

(1)      All options granted to such officers (except those granted to Mr.
         Schiller) have a term of 10 years and were granted under the
         Company's 1994 Incentive Stock Option Plan. The options granted to
         Mr. Schiller have a term of 10 years and were granted under the
         Company's 1996 Stock Option Plan. The exercise price per share of
         such options was the market value per share on the date of grant.

AGGREGATED OPTION EXERCISES IN FISCAL
1996 AND FISCAL YEAR END OPTION VALUES

         The following information is furnished for the fiscal year ended
December 28, 1996 with respect to the Company's Chief Executive Officer and
each of the other executive officers of the Company for stock option exercises
during such fiscal year.

<TABLE>
<CAPTION>
                         Shares Acquired        Value          Number of Securities Underlying       Value of Unexercised In-The- 
NAME                     On Exercise(#)      Realized($)     Unexercised Options at 12/28/96 (#)    Money Options at 12/28/96($)  
----                     --------------      -----------       Exercisable       Non-Exercisable    Exercisable   Non-Exercisable 
                                                               -----------       ---------------    -----------   ---------------
<S>                            <C>               <C>            <C>               <C>                 <C>              <C> 
Jonathan M. Spiller             0                 0              474,000                   0            --               --
                                                                                                                       
Richard T. Bistrong             0                 0               50,000              50,000            --               --
                                                                                                                       
Robert R. Schiller              0                 0                    0             150,000            --               --
                                                                                                                       
Carol T. Burke                  0                 0               19,999              25,001            --               --
</TABLE>
                                 

EMPLOYMENT AGREEMENTS

                  Set forth below are descriptions of the Company's employment
agreements with Messrs. Spiller, Bistrong and Schiller. No employment
agreement has been entered into between Ms. Burke and the Company.


                                      10

<PAGE>



JONATHAN M. SPILLER

                  Mr. Spiller's employment agreement, dated as of January 18,
1996, provides that he will serve as the President and Chief Executive Officer
of the Company for an initial term expiring January 17, 1999, at a base salary
for 1996 of $160,000 per annum. Commencing January 1, 1997, pursuant to the
terms of his employment agreement, Mr. Spiller's base salary was increased to
$200,000 per annum. In addition to his base salary, Mr. Spiller shall also be
entitled to a yearly bonus during the term of his employment agreement. The
bonus shall be based upon the Company's earnings before interest and taxes.
Mr. Spiller will also be entitled, at the sole and absolute discretion of the
Option Committee of the Board of Directors, to participate in the Company's
incentive stock plan and other bonus plans adopted by the Company. Eligibility
to participate in the Company's incentive stock plan shall be based upon,
among other things, the performance of Mr. Spiller and the Company. As part of
his compensation package, the Company provides Mr. Spiller with other benefits
commensurate with his position, as more fully set forth in his employment
agreement. Mr. Spiller's employment with the Company shall continue, unless
earlier terminated by Mr. Spiller or due to Mr. Spiller's death or disability
or by the Company, for successive one year periods, on terms to be mutually
agreed upon by the Company and Mr. Spiller.

                  Of the 690,205 shares deemed to be beneficially owned by Mr.
Spiller, 646,664 are subject to a three year lock-up agreement between Mr.
Spiller and KFH. Pursuant to the terms of a letter agreement, dated January
18, 1996 (the "Letter Agreement"), Mr. Spiller agreed that he will not,
directly or indirectly, without the prior written consent of KFH, offer to
sell, sell, grant any options for the sale of, assign, transfer, pledge,
hypothecate or otherwise encumber or dispose of such shares of Common Stock of
the Company or securities convertible into, exercisable or exchangeable for or
evidencing any right to purchase or subscribe for, such shares of Common Stock
of the Company or dispose of any beneficial interest therein for a period of
three years from January 18, 1996, except as provided in such Letter
Agreement.

RICHARD T. BISTRONG

                  Mr. Bistrong's employment agreement, dated as of January 18,
1996, provides that he will serve as Vice President-Sales and Marketing of the
Company for an initial term expiring January 17, 1999, at a base salary of
$120,000 per annum. Mr. Bistrong shall also be entitled to a yearly bonus
during the term of his employment agreement. In addition to his base salary
and bonus, Mr. Bistrong is entitled to receive non-qualified options to
purchase 21,250 shares of the Company's Common Stock and incentive stock
options to purchase 28,750 shares of the Company's Common Stock, in each case
at an exercise price of $.97 per share of Common Stock. These options are
exercisable for a period of eight years from the date of the grant, and all of
such options vest on January 18, 1999. The vesting of the options may be
accelerated on a pro rata basis in the event of the occurrence of certain
events. Pursuant to his employment agreement, Mr. Bistrong will also be
entitled, at the sole and absolute discretion of the Option Committee of the
Board of Directors, to participate in the Company's incentive stock plan and
other bonus plans adopted by the Company. Eligibility to participate in the
Company's incentive stock plan shall be based upon, among other things, the
performance of Mr. Bistrong and the Company. As part of his compensation
package, the Company provides Mr. Bistrong other benefits commensurate with
his position, as more fully set forth in his employment agreement. Mr.
Bistrong's employment with the Company shall continue, unless earlier
terminated by Mr. Bistrong or due to Mr. Bistrong's death or disability or by
the

                                      11

<PAGE>



Company, for successive one year periods, on terms to be mutually agreed upon
by the Company and Mr. Bistrong.

                  Excluding the stock options granted to Mr. Bistrong pursuant
to the terms of his employment agreement, all of the shares underlying vested
but unexercised and unvested stock options owned by Mr. Bistrong are subject
to a three year lock-up agreement between Mr. Bistrong and KFH (the "Bistrong
Lock-Up"). Pursuant to the Bistrong Lock-Up, Mr. Bistrong agreed that he will
not, directly or indirectly, without the prior written consent of KFH, offer
to sell, sell, grant any options for the sale of, assign, transfer, pledge,
hypothecate or otherwise encumber or dispose of any shares of Common Stock of
the Company or securities convertible into, exercisable or exchangeable for or
evidencing any right to purchase or subscribe for any shares of Common Stock
of the Company or dispose of any beneficial interest therein for a period of
three years from January 18, 1996, except as provided in such agreement. Mr.
Bistrong owns no shares of Common Stock as of the date of this Proxy
Statement.

ROBERT R. SCHILLER

                  Mr. Schiller's employment agreement, dated as of July 24,
1996, provides that he will serve as Vice President-Corporate Development of
the Company for an initial term expiring July 23, 1999, at a base salary of
$120,000 per annum. Effective January 1, 1997, pursuant to the terms of his
employment agreement, Mr. Schiller's base salary was increased to $130,000 per
annum. Mr. Schiller is also entitled to a one-time relocation bonus of
$45,000. In addition to his base salary, Mr. Schiller is entitled to receive
incentive stock options to purchase 150,000 shares of the Company's Common
Stock, in each case at an exercise price per share equal to $6.06, the market
price of the Common Stock on July 24, 1996, the date of the grant. These
options vest equally over a period of three years from the date of the grant,
and all of such options become exercisable on July 24, 1999. The vesting of
the options may be accelerated on a pro rata basis in the event of the
occurrence of certain events. Pursuant to his employment agreement, Mr.
Schiller will also be entitled, at the sole and absolute discretion of the
Option Committee of the Board of Directors, to participate in the Company's
incentive stock plan and other bonus plans adopted by the Company. Eligibility
to participate in the Company's incentive stock plan shall be based upon,
among other things, the performance of Mr. Schiller and the Company. As part
of his compensation package, the Company provides Mr. Schiller's other
benefits commensurate with his position, as more fully set forth in his
employment agreement. Mr. Schiller's employment with the Company shall
continue, unless earlier terminated by Mr. Schiller or due to Mr. Schiller's
death or disability or by the Company, for successive one year periods, on
terms to be mutually agreed upon by the Company and Mr. Schiller.

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN
                  BENEFICIAL OWNERS AND MANAGEMENT

                  The following table sets forth certain information, as of
April 28, 1997, to the knowledge of the Company, regarding the beneficial
ownership of Common Stock, which is the Company's only class of outstanding
voting securities, by: (i) each Stockholder who owns more than 5% of the
outstanding Common Stock of the Company; (ii) each director; (iii) each of the
named executive officers of the Company; and (iv) all directors and executive
officers of the Company as a group. The information set forth in the table and
accompanying footnotes has been furnished by the named beneficial owners.
Since the table and accompanying footnotes

                  
                                      12

<PAGE>



reflect beneficial ownership determined pursuant to the applicable rules of
the Securities and Exchange Commission, the information is not necessarily
indicative of beneficial ownership for any other purpose.


NAME AND ADDRESS OF                         AMOUNT AND NATURE OF     PERCENT OF
BENEFICIAL OWNER                            BENEFICIAL OWNERSHIP       CLASS
-------------------                         --------------------     ----------
Warren B. Kanders and
Kanders Florida Holdings, Inc. (1)                4,462,178            38.3%
c/o Armor Holdings, Inc.
13386 International Parkway
Jacksonville, FL 32218

Nevis Capital Management, Inc. (2)
1119 St. Paul Street                              1,035,900             8.9%
Baltimore, MD  21202

Jonathan M. Spiller (3)
c/o Armor Holdings, Inc.                           690,205              5.7%
13386 International Parkway
Jacksonville, FL 32218

Richmont Capital Partners I, L.P.(4)
430 Westgrove Drive                                800,000              6.8%
Dallas, TX  75248

Burtt R. Ehrlich (5)
c/o Armor Holdings, Inc.                           229,100              2.0%
13386 International Parkway
Jacksonville, FL  32218

Nicolas Sokolow (6)
c/o Armor Holdings, Inc.                           150,000              1.3%
13386 International Parkway
Jacksonville, FL  32218

Richard T. Bistrong (7)
c/o Armor Holdings, Inc.                           66,667                *
13386 International Parkway
Jacksonville, FL  32218

Thomas W. Strauss (8)                              65,000                *
c/o Armor Holdings, Inc.
13386 International Parkway
Jacksonville, FL  32218


                                      13

<PAGE>

NAME AND ADDRESS OF                         AMOUNT AND NATURE OF     PERCENT OF
BENEFICIAL OWNER                            BENEFICIAL OWNERSHIP       CLASS
-------------------                         --------------------     ----------
Carol T. Burke (9)                                 19,999                *
c/o Armor Holdings, Inc.
13386 International Parkway
Jacksonville, FL  32218

Alair A. Townsend (10)
c/o Armor Holdings, Inc.                            5,516                *
13386 International Parkway
Jacksonville, FL  32218

Richard C. Bartlett (11)
c/o Armor Holdings, Inc.                              0                  0%
13386 International Parkway
Jacksonville, FL  32218

Robert R. Schiller (12)                               0                  0%
c/o Armor Holdings,Inc.
13386 International Parkway
Jacksonville, FL  32218

All executive officers and directors              5,688,665            45.6%
as a group (10 persons)(1)(3)(5)
(6)(7)(8)(9)(10)(11)(12)

----------
* Less than 1%

(1)      Represents 4,133,037 shares owned by Kanders Florida Holdings, Inc.
         ("KFH"), which are deemed to be beneficially owned by Warren B.
         Kanders because he is the sole stockholder and sole director of KFH.
         Also includes 300,000 shares owned by the Kanders Florida Holdings,
         Inc. 1996 Charitable Remainder Unitrust, of which Mr. Kanders is
         trustee. Mr. Kanders disclaims beneficial ownership of the shares
         owned by the trust. Of the shares listed, Mr. Kanders owns 29,141
         shares individually.

(2)      Nevis Capital Management, Inc. ("Nevis") is the general partner of
         Snowden Limited Partnership ("Snowden"). All of the shares deemed to
         be beneficially owned by Nevis are registered in the name of Snowden.

(3)      Includes 432,000 stock options granted to Mr. Spiller under the terms
         of his previous employment agreement, which was executed on January
         1, 1994 but which was mutually terminated by Mr. Spiller and the
         Company and superseded by a new employment agreement executed on
         January 18, 1996, and 18,000 stock options granted to Mr. Spiller
         pursuant to the Company's 1994 Incentive Stock Plan. Such options are
         fully vested but unexercised. Also includes 24,000 stock options
         awarded to Mr. Spiller on January 19, 1996. These options are fully
         vested but unexercised. Also includes 43,541 shares owned by Mr.
         Spiller's children, of which Mr. Spiller disclaims beneficial
         ownership. Of the 690,205 shares listed, 646,664 are subject to a
         three year lock-up agreement between Mr. Spiller and KFH. Pursuant to
         the terms of a letter agreement, dated January 18, 1996 (the "Letter
         Agreement"), Mr. Spiller agreed that he will not, directly or
         indirectly, without the prior written consent of KFH, offer to sell,
         sell, grant any options for the sale of, assign, transfer, pledge,
         hypothecate or otherwise encumber or dispose of such shares of Common
         Stock of the Company or securities convertible into, exercisable or
         exchangeable for or evidencing any right to purchase or


                                      14

<PAGE>



         subscribe for, such shares of Common Stock of the Company or dispose
         of any beneficial interest therein for a period of three years from
         January 18, 1996, except as provided in such Letter Agreement. KFH
         and Mr. Spiller entered into an agreement, dated as of January 18,
         1996, pursuant to which KFH granted a beneficial ownership interest
         in 316,823 shares of Common Stock of the Company owned by KFH. Such
         agreement provides that, in the event that KFH sells at least 452,604
         shares of Common Stock of the Company in a single transaction, then
         Mr. Spiller shall have the option to either (i) pay to KFH an amount
         equal to the Spiller Acquisition Cost (as defined in such agreement),
         in which event Mr. Spiller will be entitled to receive stock
         certificates representing such 316,823 shares of Common Stock, or
         (ii) receive the net proceeds relating to 316,823 shares of Common
         Stock that are the subject of the sale by KFH, reduced by the Spiller
         Acquisition Cost relating to such shares of Common Stock so sold by
         KFH. In the event that KFH does not sell at least 452,604 shares of
         Common Stock as described above, then Mr. Spiller's rights to the
         316,823 shares of Common Stock shall vest on January 18, 1999;
         provided, however, that, at such time, Mr. Spiller is the President
         and Chief Executive Officer of the Company and his Employment
         Agreement with the Company, dated as of January 18, 1996, is in full
         force and effect and Mr. Spiller is not in breach thereof; and,
         provided, further, that if Mr. Spiller's Employment Agreement with
         the Company is terminated due to his death or disability, or without
         cause, prior to January 18, 1999, then a pro-rata portion of such
         316,823 shares of Common Stock, based upon the number of months
         elapsed from January 18, 1996 in relation to 36 months, shall vest to
         Mr. Spiller. Unless sooner acquired by Mr. Spiller as hereinabove
         described, Mr. Spiller shall have the right to acquire any such
         vested shares of Common Stock pursuant to such agreement on January
         18, 2001 upon payment by Spiller to KFH of the Spiller Acquisition
         Cost relating to such shares.

(4)      Includes 200,000 stock options granted to Richmont Capital Partners
         I, L.P. ("Richmont") which are fully vested but unexercised pursuant
         to that certain option granted by the Company to Richmont dated May
         15, 1996 (the "Richmont Option"), entitling Richmont to purchase up
         to 300,000 shares of Common Stock. Of the 300,000 options granted,
         200,000 are fully vested but unexercised, and 100,000 become fully
         vested on May 15, 1998. The Richmont Option expires after 5:00 P.M.,
         Eastern Time, on May 15, 2006.

(5)      Includes 13,400 shares owned by Mr. Ehrlich's children and 20,600
         held in trust for the benefit of his children, of which Mr. Ehrlich's
         spouse is trustee, of which he disclaims beneficial ownership. Also
         includes 400 shares owned by Mr. Ehrlich's spouse's individual
         retirement account, of which Mr. Ehrlich disclaims beneficial
         ownership. Also includes 25,000 stock options granted to Mr. Ehrlich
         under the terms of the 1996 Non-Employee Directors Stock Option Plan
         (the "1996 Directors Plan") at an exercise price of $3.75 per share.
         Such options were granted to Mr. Ehrlich as part of a grant of 75,000
         stock options pursuant to the terms of the 1996 Directors Plan upon
         his initial election to the Board of Directors on January 18, 1996,
         at an exercise price of $3.75 per share, the closing trading price of
         the Company's Common Stock on the National Association of Securities
         Dealers Automated Quotation System ("NASDAQ"), on January 18, 1996.
         Such options vest in three equal annual installments on January 18,
         1997, 1998 and 1999. Of the 229,100 shares listed, 100,000 shares are
         subject to a three year lock-up agreement between Mr. Ehrlich and KFH
         (the "Ehrlich Lock-Up"). Pursuant to the Ehrlich Lock-Up, Mr. Ehrlich
         agreed that he will not, directly or indirectly, without the prior
         written consent of KFH, offer to sell, sell, grant any options for
         the sale of, assign, transfer, pledge, hypothecate or otherwise
         encumber or dispose of any shares of Common Stock of the Company or
         securities convertible into, exercisable or exchangeable for or
         evidencing any right to purchase or subscribe for any shares of
         Common Stock of the Company or dispose of any beneficial interest
         therein for a period of three years from January 18, 1996, except as
         provided in such agreement.

(6)      Includes 100,000 shares owned by S.T. Investors Fund, LLC ("STIF"), a
         limited liability company of which Mr. Sokolow is a member and 20,000
         shares owned by Mr. Sokolow's children, of which he disclaims
         beneficial ownership. Also includes 5,000 shares owned by Mr.
         Sokolow's profit sharing plan. Also includes 25,000 stock options
         granted to Mr. Sokolow under the terms of the 1996 Directors Plan at
         an exercise price of $3.75 per share. Such options were granted to
         Mr. Sokolow as part of a grant of 75,000 stock options pursuant to
         the terms of the 1996 Directors Plan upon his initial election to the
         Board of Directors on January 18, 1996, at an exercise price of $3.75
         per share, the closing trading price of the Company's Common Stock on
         NASDAQ, on January 18, 1996. Such options vest in three equal annual
         installments on January 18, 1997, 1998 and 1999. Of the 150,000
         shares listed, 100,000 shares are subject to a three year lock-up
         agreement between STIF and KFH (the "STIF Lock-Up"). Pursuant to the
         STIF Lock-Up, STIF agreed that it will not, directly or indirectly,
         without the prior written consent of KFH, offer to sell, sell, grant
         any options for the sale of, assign, transfer, pledge, hypothecate or
         otherwise encumber or dispose of any shares of Common Stock of the
         Company or securities convertible into, exercisable or exchangeable

                                  
                                      15

<PAGE>

         for or evidencing any right to purchase or subscribe for any shares
         of Common Stock of the Company or dispose of any beneficial interest
         therein for a period of three years from January 18, 1996, except as
         provided in such agreement.

(7)      Includes 50,000 stock options granted to Mr. Bistrong under the terms
         of his previous employment agreement, which was executed on February
         5, 1995 but which was mutually terminated by Mr. Bistrong and the
         Company and superseded by a new employment agreement executed on
         January 18, 1996. Such options are fully vested but unexercised. Also
         includes 16,667 vested but unexercised stock options granted to 
         Mr. Bistrong under the terms of the 1994 Incentive Stock Plan at an
         exercise price of $.97 per share, the fair market value of the Common
         Stock on the date of the grant. All of the shares listed are subject
         to a three year lock-up agreement between Mr. Bistrong and KFH (the
         "Bistrong Lock-Up"). Pursuant to the Bistrong Lock-Up, Mr. Bistrong 
         agreed that he will not, directly or indirectly, without the prior
         written consent of KFH, offer to sell, sell, grant any options for 
         the sale of, assign, transfer, pledge, hypothecate or otherwise 
         encumber or dispose of any shares of Common Stock of the Company or 
         securities convertible into, exercisable or exchangeable for or 
         evidencing any right to purchase or subscribe for any shares of 
         Common Stock of the Company or dispose of any beneficial interest
         therein for a period of three years from January 18, 1996, except
         as provided in such agreement.

(8)      Includes 25,000 stock options granted to Mr. Strauss under the terms
         of the 1996 Directors Plan at an exercise price of $7.50 per share.
         Such options were granted to Mr. Strauss as part of a grant of 75,000
         stock options pursuant to the terms of the 1996 Directors Plan upon
         his initial election to the Board of Directors on May 13, 1996, at an
         exercise price of $7.50 per share, the closing trading price of the
         Company's Common Stock on the American Stock Exchange on May 13,
         1996. Such options vest in three equal annual installments on May 13,
         1997, 1998 and 1999.

(9)      The number of shares listed are pursuant to vested but unexercised
         stock options granted to Ms. Burke under the terms of the Company's
         1994 Incentive Stock Plan at an exercise price of $.97 per share, the
         fair market value of the Common Stock on the date of the grant. All
         of the shares listed are subject to a three year lock-up agreement
         between Ms. Burke and KFH (the "Burke Lock-Up"). Pursuant to the
         Burke Lock-Up, Ms. Burke agreed that she will not, directly or
         indirectly, without the prior written consent of KFH, offer to sell,
         sell, grant any options for the sale of, assign, transfer, pledge,
         hypothecate or otherwise encumber or dispose of any shares of Common
         Stock of the Company or securities convertible into, exercisable or
         exchangeable for or evidencing any right to purchase or subscribe for
         any shares of Common Stock of the Company or dispose of any
         beneficial interest therein for a period of three years from January
         18, 1996, except as provided in such agreement.

(10)     Excludes 75,000 stock options granted to Ms. Townsend under the terms
         of the 1996 Directors Plan. Such options were granted to Ms. Townsend
         upon her initial election to the Board of Directors on December 9,
         1996 at an exercise price of $8.00 per share, the closing trading
         price of the Company's Common Stock on the American Stock Exchange on
         December 9, 1996. Such options vest in three equal annual
         installments on December 9, 1997, 1998 and 1999.

(11)     Mr. Bartlett does not own any shares individually. Mr. Bartlett is
         Chairman of the Board of Directors of The Richmont Group, whose
         subsidiary, Richmont, is the beneficial owner of 800,000 shares of
         Common Stock. Mr. Bartlett disclaims beneficial ownership of the
         shares owned by Richmont.

(12)     Mr. Schiller does not own any shares individually. Pursuant to the
         terms of his employment agreement, Mr. Schiller was granted options
         to purchase 150,000 shares of Common Stock on July 24, 1996 under the
         Company's 1996 Stock Option Plan at an exercise price of $6.06 per
         share, the market price of the Common Stock on the date of the grant.
         The options vest over a period of three years from the date of the
         grant, and all options become exercisable on July 24, 1999.


CHANGES IN CONTROL

                  No changes in control of the Company are currently
contemplated.


                                      16

<PAGE>



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
         TRANSACTIONS

TRANSACTIONS WITH MANAGEMENT AND OTHERS

         The Company has historically purchased substantially all of the
ballistic resistant fabric used in the manufacture of its products from Clark
Schwebel, Inc. ("Clark Schwebel"), a subsidiary of Springs Industries, Inc.
and a former holder of 45.7% of the Company's outstanding capital stock.
Kanders Florida Holdings, Inc. ("KFH") purchased all of the capital stock of
the Company owned by Clark Schwebel on January 18, 1996. The Company's
purchases from Clark Schwebel totalled approximately $5,000,000, $5,100,000
and $3,400,000 in fiscal years 1996, 1995 and 1994, respectively, and were
made in the normal course of business at prices which the Company believes
were competitive with other available sources for such materials.

         On May 15, 1996, the Company issued options to purchase 300,000
shares of the Company's Common Stock to Richmont Capital Partners I, L.P.
("Richmont"), at an exercise price of $7.50 per share, subject to adjustment
(the "Richmont Options"). The Richmont Options and the underlying shares,
whether vested or unvested, are callable by the Company in the event that the
closing price per share of the Company's Common Stock is equal to or greater
than $10 for a period of 10 consecutive trading days after December 31, 1997,
upon written notice to Richmont given within 30 days of the conclusion of such
ten consecutive trading days during which the closing price per share of the
Company's Common Stock was equal to or greater than $10. In such event, the
Company may require Richmont to exercise the Richmont Options in whole with
respect to all such shares within 10 days of such notice to Richmont. In the
event that Richmont does not exercise the Richmont Options, the Richmont
Options will lapse and be of no further force or effect.

         Richmont was also the holder of $3,000,000 worth of the Company's 5%
Convertible Subordinated Notes (the "Notes"). Richmont converted such Notes
into 600,000 shares of Common Stock pursuant to the terms of that certain
Convertible Subordinated Note Purchase Agreement between the Company and the
purchasing parties thereto (the "Convertible Subordinated Note Purchase
Agreement") on December 18, 1996. Taking the 200,000 Richmont Options which
have fully vested and the shares into which the Notes were converted into
account, Richmont is the beneficial owner of 6.8% of the Company's outstanding
Common Stock. Richard C. Bartlett, a Director of the Company, is the Chairman
of the Board of Directors of the Richmont Group, the parent corporation of
Richmont. Mr. Bartlett disclaims beneficial ownership of any shares of Common
Stock beneficially owned by Richmont.

         Burtt R. Ehrlich, a Director of the Company, was the holder of
$250,000 worth of Notes. Mr. Ehrlich converted such Notes into 50,000 shares
of Common Stock pursuant to the terms of the Convertible Subordinated Note
Purchase Agreement on December 18, 1996.


                                      17

<PAGE>



         Thomas W. Strauss, a Director of the Company, was the holder of
$200,000 worth of Notes. Mr. Strauss converted such Notes into 40,000 shares
of Common Stock pursuant to the terms of the Convertible Subordinated Note
Purchase Agreement on December 18, 1996.

         Alan Kanders, Beatrice Kanders and Emily Kanders, siblings of Warren
B. Kanders, the Chairman of the Board of Directors of the Company, were
holders of $20,000, $25,000 and 25,000, respectively, worth of Notes. Pursuant
to the terms of the Convertible Subordinated Note Purchase Agreement, they
each converted their Notes into 4,000, 5,000 and 5,000 shares of Common Stock,
respectively, on December 18, 1996.

         The Jeanne Kanders Revocable Inter Vivos Trust and The Ralph F.
Kanders Revocable Inter Vivos Trust, named for the parents of Warren B.
Kanders, the Chairman of the Board of Directors of the Company, were holders
of $150,000 and $100,000, respectively, worth of Notes. The trusts converted
their Notes into 30,000 and 20,000 shares of Common Stock, respectively,
pursuant to the terms of the Convertible Subordinated Note Purchase Agreement
on December 18, 1996.

         Other than as described above, there have not been, nor are there any
currently proposed transactions, or any series of similar transactions, since
the beginning of Fiscal 1996, to which the Company was or is to be a party, in
which the amount involved exceeds $60,000 and in which any director, executive
officer, security holder or any member of the immediate family of any of the
foregoing persons had, or will have, a direct or indirect material interest.

         Since the beginning of Fiscal 1996, no director or executive officer
of the Company, nor any member of their immediate family or any affiliate
thereof is, has become or was indebted to the Company in an amount in excess
of $60,000.

SUBSIDIARIES

         The Company is not a subsidiary of any other corporation,
partnership, limited liability company or other entity.

TRANSACTIONS WITH PROMOTERS

         None.

                                      18

<PAGE>

                                    PART IV


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

         The following Exhibits were previously filed as part of the Company's
Annual Report on Form 10-KSB:

<TABLE>
<CAPTION>
EXHIBIT NO.       DESCRIPTION
-----------       -----------
<S>              <C>
10.1              Loan Agreement between the Company and Barnett Bank, dated November 14, 1996.

10.2              Promissory Note, dated November 14, 1996, in the principal amount of $10,000,000, made by
                  the Company for the benefit of Barnett Bank.

10.3              Acceptance Credit Agreement, dated November 14, 1996, between the Company and Barnett
                  Bank.

10.4              Security Agreement, dated November 14, 1996, between the Company and Barnett Bank.

10.5              Environmental Agreement, dated November 14, 1996 between the Company and Barnett Bank.

10.6              Waiver of Jury Trial, dated November 14, 1996, between Barnett Bank and the Company, NIK,
                  DTC and Armor Holdings Properties, Inc.

10.7              Security Agreement, dated November 14, 1996, between DTC and Barnett Bank.

10.8              Security Agreement, dated November 14, 1996, between NIK and Barnett Bank.

10.9              Security Agreement, dated November 14, 1996, between Armor Holdings Properties, Inc. and
                  Barnett Bank.

10.10             Guaranty of Payment, dated November 14, 1996, by DTC for the benefit of Barnett Bank.

10.11             Guaranty of Payment, dated November 14, 1996, by NIK for the benefit of Barnett Bank.

10.12             Guaranty of Payment, dated November 14, 1996, by Armor Holdings Properties, Inc. for the
                  benefit of Barnett Bank.

10.26*            Employment Agreement between Robert R. Schiller and the Company, effective July 24, 1996.

10.32             Jacksonville International Tradeport Purchase and Sale Agreement, dated October 22, 1996,
                  between the Company and Wilma/Skyland Joint Venture, Ltd.

10.33             Assignment of Purchase and Sale Agreement, dated October 22, 1996, between the Company and
                  AHPI.

                                19

<PAGE>

EXHIBIT NO.       DESCRIPTION
-----------       -----------

10.34             Construction Escrow Agreement, dated October 22, 1996, between the Company, AHPI, GB
                  Investment & Company, Inc. and Kent, Ridge & Crawford, as escrow agent.

10.35             Agreement between Owner and Construction Manager, dated
                  October 10, 1996, between the Company, AHPI and GB
                  Investment & Company, Inc., as construction manager.

11.1              Statement regarding computation of per share earnings.

21.1              Subsidiaries of the Company.

23.1              Consent of Deloitte & Touche LLP.

27.1              Financial Data Schedule.
</TABLE>


*  This Exhibit represents a management contract.

(b)  Reports on Form 8-K

         During the fourth quarter of Fiscal 1996, on October 9, 1996, the
Company filed a Current Report on Form 8-K announcing its acquisition of
substantially all of the assets of Defense Technology Corporation of America,
a Wyoming corporation. In the second quarter of 1997, on April 22, 1997, a
report on Form 8-K was filed by the Company in connection with the Company's
acquisition of all of the issued and outstanding share capital of Supercraft
(Garments) Limited and DSL Group Limited, both United Kingdom corporations,
and the Company's restructuring of its credit facility with Barnett Bank, N.A.



                                      20

<PAGE>



                                  SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.


                                         ARMOR HOLDINGS, INC.


                                         /s/ Jonathan M. Spiller
                                         -------------------------------------
                                         Jonathan M. Spiller
                                         President and Chief Executive Officer

                                         Dated:  April 29 1997



                                      21

<PAGE>


                                 EXHIBIT INDEX

The following Exhibits are filed herewith:

         No Exhibits are filed herewith.



                                      22