X0202 4 2004-09-20 0 0000845752 ARMOR HOLDINGS INC AH 0000935577 KANDERS WARREN B ONE LANDMARK SQUARE, 22ND FL STAMFORD CT 06901 1 1 0 0 Chairman of the Board and CEO Common Stock, par value $0.01 per share 2004-09-20 4 F 0 23588 35.50 D 300700 D Common Stock, par value $0.01 per share 2098395 I By Kanders Florida Holdings, Inc. Represents the number of shares withheld by the issuer to satisfy the tax withholding obligations incurred by the vesting on July 23, 2004, of 75,000 shares of restricted common stock held by the reporting person. In addition to the shares reported herein, the reporting person's children beneficially own 4,760 shares of common stock. The reporting person disclaims beneficial ownership of these shares. The amount of securities reported as beneficially owned following the reported transaction includes: (i) 25,000 shares of common stock awarded to the reporting person by the issuer as a restricted stock award which vests on December 31, 2016; (ii) 10,447 shares of common stock awarded to the reporting person by the issuer as a restricted stock award which vests on December 31, 2004; (iii) 200,000 shares of a vested, deferred restricted stock grant which is deferred until November 11, 2008; (iv) 4,613 shares of common stock awarded to the reporting person by the issuer as a restricted stock award which vests on February 9, 2005; (v) 4,614 shares of common stock awarded to the reporting person by the issuer as a restricted stock award which vests on February 9, 2006; and (vi) 4,614 shares of common stock awarded to the reporting person by the issuer as a restricted stock award which vests on February 9, 2007, in each case subject to acceleration under certain circumstances. The reporting person is the sole stockholder and sole director of Kanders Florida Holdings, Inc. /s/ Warren B. Kanders 2004-09-22