Phase II clone trooper armor / Legends Phase II clone trooper armor was an enhanced version of the Phase I clone trooper armor . After the Clone Wars , it was gradually replaced by stormtrooper armor . Description . Phase II incorporated all of its predecessor ' s systems in addition to polarized lenses , padding , and stronger , lighter armor plates . It could also support more modular attachments , making it superior to its predecessor . Unlike early iterations of the Phase I armor , color was used to denote unit affiliation instead of rank . Phase II armor was introduced around 21 BBY , and slowly replaced Phase I armor in the months following . Phase II armor was the basis of the stormtrooper armor later worn by the soldiers of Emperor Palpatine ' s Empire . Another variant of the Phase II armor was the Katarn armor . ARC trooper armor was also modified to be Phase II . The new armor incorporated a more advanced air filtration and oxygen supply system , polarized lenses , and an annunciator to make speech more comprehensible . In addition , the boots were magnetized and incorporated a grav - field alternator to ensure stability . Another useful feature was that the armor and the bodysuit could be pressurized , allowing the clones to fight longer in a vacuum environment than its predecessor . Variations . The Phase II armor , unlike the Phase I armor in many ways , had many different variations . Some armor , was modified to suit the individual clone , while some armor , like the previous Phase I , was specialized to suit a certain ' breed ' of troopers ( such as clone paratroopers ) . It is known that some clones , like Faie and CC - 1004 , had more than one set of armor . Many Clone Commanders , Republic Commandos and Shadow Clone Troopers had special attachments on their armor , and allowed some lower ranked officers to wear special attachments as well . Some special attachments included kamas and pauldrons , they could also attach electrobinoculars and sun visors to their helmets . Clone captains would occasionally have a pair of DC - 17 hand blasters attached to each side of their kama . Behind the scenes . The Phase II clone trooper pilots ' helmets were meant to be a fusion between the Rebel pilots ' helmets and the TIE pilot s ' helmets , both seen in " " . . The helmet of the main Phase II Clone Trooper is a fusion of the Stormtrooper helmet and Phase I clone trooper armor helmet . Boba Fett ' s armor originally had some connection to the stormtrooper pedigree had long been a vague assertion in Star Wars lore . Design Director Doug Chiang ' s concept art focused on this connection , melding features of both armors into the finished clone trooper design . R . Kim Smith and Michael Patrick Murnane built a concept model of the clone trooper which implied that the first generation armor was thicker and bulkier than the lighter armor worn by the stormtroopers . This design concept was carried through by the Episode III Art Department , that further progressed the look of the clone troopers closer to the stormtroopers of the original trilogy , including variant designs that gave obvious nods to the sandtrooper , scout trooper and snowtrooper designs .