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 * SCHILLER ROBERT   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 and COO (Last) (First) (Middle) C/O ARMOR HOLDINGS, INC., 1400 MARSH LANDING PARKWAY, SUITE 112 3. Date of Earliest Transaction (Month/Day/Year) 12/31/2004 (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, par value $0.01 per share 12/31/2004   F   5,223 (1) D $ 47.02 252,634 (2) 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) (3)

$ 45.93

01/03/2005

A

100,000

(4)

01/03/2015

Common Stock

100,000

$ 0

100,000 (5)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SCHILLER ROBERT C/O ARMOR HOLDINGS, INC. 1400 MARSH LANDING PARKWAY, SUITE 112 JACKSONVILLE, FL 32250			President and COO

Signatures

/s/ Robert R. Schiller		01/04/2005
**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 the number of shares withheld by the issuer to satisfy the tax withholding obligations of the reporting person, including the withholding obligations incurred by the vesting on December 31, 2004 of 5,223 shares of restricted common stock held by the reporting person.
(2)	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) 150,000 shares of a vested and deferred restricted stock grant which is deferred until November 11, 2008; and (iii) 6,921 shares of common stock awarded to the reporting person by the issuer as a resticted stock award which vests on February 9, 2007, in each case subject to acceleration under certain circumstances.
(3)	Granted pursuant to the Armor Holdings, Inc. 2002 Stock Incentive Plan.
(4)	Options to purchase 33,334 shares of common stock vest December 31, 2005 and options to purchase 33,333 shares of common stock vest on each of December 31, 2006 and 2007.
(5)	In addition to the 100,000 stock options reported herein, the Reporting Persons is the beneficial owner of stock options to purchase (i) 50,000 shares at an exercise price of $23.93 per share; (ii) 200,000 shares at an exercise price of $17.12 per share; and (iii) 150,694 shares at an exercise price of $15.05 per share.

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