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 *
HEIAR GLENN J
   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)
Chief Financial Officer
(Last)
(First)
(Middle)
C\O ARMOR HOLDINGS, INC., 13386 INTERNATIONAL PARKWAY		 3. Date of Earliest Transaction (Month/Day/Year)
08/17/2005
(Street)

JACKSONVILLE, FL 32218		 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, par value $0.01 per share 08/17/2005   S   4,310 D $ 42.68 0 D  
Common Stock, par value $0.01 per share 08/17/2005   S   1,600 D $ 42.63 0 D  
Common Stock, par value $0.01 per share 08/17/2005   M   9,623 A $ 21.75 0 D  
Common Stock, par value $0.01 per share 08/17/2005   S   9,623 D $ 42.9374 0 D  
Common Stock, par value $0.01 per share 08/18/2005   S   500 D $ 42.34 0 D  
Common Stock, par value $0.01 per share 08/18/2005   S   500 D $ 42.32 0 D  
Common Stock, par value $0.01 per share 08/18/2005   S   1,000 D $ 42.4 0 D  
Common Stock, par value $0.01 per share 08/18/2005   S   1,600 D $ 42.33 0 D  
Common Stock, par value $0.01 per share 08/18/2005   S   2,000 D $ 42.25 0 D  
Common Stock, par value $0.01 per share 08/18/2005   S   1,000 D $ 42.35 0 D  
Common Stock, par value $0.01 per share 08/18/2005   M   33,534 A $ 21.75 0 D  
Common Stock, par value $0.01 per share 08/18/2005   S   33,534 D $ 42.34 0 D  
Common Stock, par value $0.01 per share 08/19/2005   M   11,234 A $ 21.75 0 D  
Common Stock, par value $0.01 per share 08/19/2005   S   11,234 D $ 42.1372 34,265 (1) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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) $ 21.75 08/17/2005   M     9,623   (2) 02/06/2012 Common Stock 9,623 $ 0 0 D  
Stock Option (right to buy) $ 21.75 08/18/2005   M     33,534   (2) 02/06/2012 Common Stock 33,534 $ 0 0 D  
Stock Option (right to buy) $ 21.75 08/19/2005   M     11,234   (2) 02/06/2012 Common Stock 11,234 $ 0 0 (3) (4) (5) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HEIAR GLENN J
C\O ARMOR HOLDINGS, INC.
13386 INTERNATIONAL PARKWAY
JACKSONVILLE, FL 32218		       Chief Financial Officer  

Signatures

 /s/ Glenn J. Heiar   08/19/2005
**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 transactions includes: (i) 2,000 shares of restricted stock all of which will vest on December 31, 2005; (ii) 1,520 shares of restricted stock all of which will vest on December 31, 2006; (iii) 1,954 shares of restricted stock 651 shares of which will vest on each of January 1, 2006 and 2007, and 652 shares of which will vest on January 1, 2008; and (iv) 25,000 shares of restricted stock all of which will vest upon the consummation of a change in control of Armor Holdings, Inc.
(2) Presently exercisable.
(3) In addition to the stock options reported herein, the Reporting Person is the beneficial owner of stock options to purchase: (i) 20,000 shares at an exercise price of $28.46; (ii) 80,000 shares at an exercise price of $28.46 which are presently exercisable; 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;
(4) (iii) 25,000 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
(5) (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 are 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 Reporting Person's voluntary termination of employment with Armor Holdings, Inc., any of the foregoing lock-up periods which have not yet expired shall be extended for an additional five year period.

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