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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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) 02/10/2005 (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, par value $0.01 per share 02/10/2005   A   3,351 (1) A $ 0 35,075 (3) D   Common Stock, par value $0.01 per share 02/10/2005   A   25,000 (2) A $ 0 35,075 (3) 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)

$ 44.76

02/10/2005

A

75,000

(4)

02/10/2015

Common Stock

75,000 (5)

$ 0

75,000 (6)

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		02/14/2005
**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)	Represents a grant of restricted stock 1,117 shares of which will vest on each of January 1, 2006, January 1, 2007, and January 1, 2008.
(2)	Represents a grant of restricted stock which will vest upon a change of control of the Company.
(3)	The amount of securities reported as beneficially owned following the reported transaction includes (i) 2,400 shares of common stock awarded as a restricted stock award which vests on December 31, 2005; and (ii) 1,900 shares of common stock awarded as a restricted stock award which vests on December 31, 2006.
(4)	Presently exercisable.
(5)	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, 75% of the shares will be restricted from sale for three years, 50% of the shares will be restricted from sale for four years, and 25% of the shares will be restricted from sale for five years.
(6)	In addition to the 75,000 stock options reported herein, the Reporting Person is the beneficial owner of stock options to purchase 66,666 shares at an exercise price of $17.12 and stock options to purchase 8,334 shares at an exercise price of $23.09.

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