CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                              ARMOR HOLDINGS, INC.

               (Under Section 242 of the General Corporation Law)

     Armor Holdings, Inc., a corporation organized and existing under the laws
of the State of Delaware, hereby certifies as follows:

     1. The name of the corporation is Armor Holdings, Inc. (the "Corporation").
The corporation was incorporated in the State of Delaware on July 23, 1996
pursuant to a Certificate of Incorporation filed with the Secretary of State of
the State of Delaware on that date.

     2. This Certificate of Amendment amends the Certificate of Incorporation,
as previously amended by the Certificate of Merger of American Body Armor &
Equipment, Inc. with and into the Corporation filed with the Secretary of State
of the State of Delaware on August 21, 1996 (the "Certificate of
Incorporation").

     3. On March 11, 2004, the Board of Directors of the Corporation duly
adopted resolutions authorizing the following amendment of the Certificate of
Incorporation, declaring such amendment to be advisable and in the best
interests of the Corporation and authorizing that such amendment be submitted to
the stockholders of the Company at the Annual Meeting of Stockholders, which was
held on June 22, 2004, during which the following amendment was duly adopted in
accordance with Section 242 of the General Corporation Law of the State of
Delaware.

     4. The Certificate of Incorporation is amended to delete Article IV in its
entirety and insert in lieu thereof the following:

                                  "ARTICLE IV.

               The total number of shares of capital stock which the corporation
         shall have authority to issue is Eighty Million (80,000,000) shares of
         the par value of one cent ($.01) each, divided into (a) Seventy-Five
         Million (75,000,000) shares of common stock (the "Common Stock") and
         (b) Five Million (5,000,000) shares of preferred stock (the "Preferred
         Stock"). There is hereby expressly vested in the Board of Directors the
         authority to fix in the resolution or resolutions providing for the
         issue of each series of Preferred Stock, the voting power and the





         designations, preferences and relative, participating, optional or
         other rights of each such series, and the qualifications, limitations
         or restrictions thereof. Shares of Preferred Stock may be issued from
         time to time in one or more series as may from time to time be
         determined by the Board of Directors, each such series to be distinctly
         designated."


                            [SIGNATURE PAGE FOLLOWS:]




     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed by its officer thereunto duly authorized this 22nd day
of July, 2004.


                                          ARMOR HOLDINGS, INC.



                                          By: /s/ Glenn J. Heiar
                                              ----------------------------------
                                              Name: Glenn J. Heiar
                                              Title: Chief Financial Officer