Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MECREDY ROBERT F
   2. Issuer Name and Ticker or Trading Symbol
ARMOR HOLDINGS INC [AH] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President-Aerospace & Def Grp
(Last)
(First)
(Middle)
C/O ARMOR HOLDINGS, INC., 1400 MARSH LANDING PARKWAY, SUITE 112		 3. Date of Earliest Transaction (Month/Day/Year)
11/16/2004
(Street)

JACKSONVILLE, FL 32250		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/16/2004   M   11,893 A $ 17.12 0 D  
Common Stock 11/16/2004   S   11,893 D $ 42.2 0 D  
Common Stock 11/17/2004   M   19,680 A $ 17.12 0 D  
Common Stock 11/17/2004   S   19,680 D $ 41.78 0 D  
Common Stock 11/18/2004   M   1,761 A $ 17.12 0 D  
Common Stock 11/18/2004   S   1,761 D $ 41.96 0 D  
Common Stock 11/18/2004   M   16,666 A $ 23.09 0 D  
Common Stock 11/18/2004   S   16,666 D $ 41.96 7,312 (1) D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 17.12 11/16/2004   M     11,893   (2) 10/08/2013 Common Stock 11,893 $ 0 0 D  
Stock Option (right to buy) $ 17.12 11/17/2004   M     19,680   (2) 10/08/2013 Common Stock 19,680 $ 0 0 D  
Stock Option (right to buy) $ 17.12 11/18/2004   M     1,761   (2) 10/08/2013 Common Stock 1,761 $ 0 66,666 D  
Stock Option (right to buy) $ 23.09 11/18/2004   M     16,666   (2) 01/31/2012 Common Stock 16,666 $ 0 8,334 (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MECREDY ROBERT F
C/O ARMOR HOLDINGS, INC.
1400 MARSH LANDING PARKWAY, SUITE 112
JACKSONVILLE, FL 32250		       President-Aerospace & Def Grp  

Signatures

 /s/ Robert F. Mecredy   11/18/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The amount of securities reported as beneficially owned following the reported transaction includes (i) 4,200 shares of common stock awarded to the reporting person by the issuer as a restricted stock award of which 1,800 shares vest on March 21, 2005 and 2,400 shares vest on March 21, 2006; and (ii) 1,900 shares of common stock awarded to the reporting person by the issuer as a restricted stock award which vests on December 31, 2006.
(2) Presently exercisable.
(3) Become exercisable on January 31, 2005.

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