Armor 10-Q 2005 Q1 Quarterly report

                  Certification of Principal Financial Officer

     I, Glenn J. Heiar, certify that:

          1.   I have reviewed this Quarterly Report on Form 10-Q of Armor
               Holdings, Inc.;

          2.   Based on my knowledge, this report does not contain any untrue
               statement of a material fact or omit to state a material fact
               necessary to make the statements made, in light of the
               circumstances under which such statements were made, not
               misleading with respect to the period covered by this report;

          3.   Based on my knowledge, the financial statements, and other
               financial information included in this report, fairly present in
               all material respects the financial condition, results of
               operations and cash flows of the registrant as of, and for, the
               periods presented in this report;

          4.   The registrant's other certifying officer and I are responsible
               for establishing and maintaining disclosure controls and
               procedures (as defined in Exchange Act Rules 13a-15(e) and
               15d-15(e)) and internal control over financial reporting (as
               defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
               registrant and have:

               a.   Designed such disclosure controls and procedures, or caused
                    such disclosure controls and procedures to be designed under
                    our supervision, to ensure that material information
                    relating to the registrant, including its consolidated
                    subsidiaries, is made known to us by others within those
                    entities, particularly during the period in which this
                    report is being prepared;

               b.   Designed such internal control over financial reporting, or
                    caused such internal control over financial reporting to be
                    designed under our supervision, to provide reasonable
                    assurance regarding the reliability of financial reporting
                    and the preparation of financial statements for external
                    purposes in accordance with generally accepted accounting
                    principles;

               c.   Evaluated the effectiveness of the registrant's disclosure
                    controls and procedures and presented in this report our
                    conclusions about the effectiveness of the disclosure
                    controls and procedures, as of the end of




                    the period covered by this report based on such evaluation;
                    and

               d.   Disclosed in this report any change in the registrant's
                    internal control over financial reporting that occurred
                    during the registrant's most recent fiscal quarter that has
                    materially affected, or is reasonably likely to materially
                    affect, the registrant's internal control over financial
                    reporting; and

          5.   The registrant's other certifying officer and I have disclosed,
               based on our most recent evaluation of internal control over
               financial reporting, to the registrant's auditors and the audit
               committee of the registrant's board of directors (or persons
               performing the equivalent functions):

               a.   All significant deficiencies and material weaknesses in the
                    design or operation of internal control over financial
                    reporting which are reasonably likely to adversely affect
                    the registrant's ability to record, process, summarize and
                    report financial information; and

               b.   Any fraud, whether or not material, that involves management
                    or other employees who have a significant role in the
                    registrant's internal control over financial reporting.


Date: April 29, 2005                         By: /s/ Glenn J. Heiar
                                                 ------------------------------
                                             Name:  Glenn J. Heiar
                                             Title: Chief Financial Officer