SCHEDULE 14A
RULE 14a - 101
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. _____)

Filed by the Registrant [x]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[x] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
[ ] Definitive Proxy Statement by Rule 14s-6(e)(2))

[ ] Definitive Additional Materials

[ ] Soliciting Material Under Rule 14a-12

DHB CAPITAL GROUP INC
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(Name or Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[x] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applied:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
was calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials:

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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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DHB CAPITAL GROUP INC.
555 WESTBURY AVENUE
CARLE PLACE, NEW YORK 11514

TEL. (516) 997-1155

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY given of the Annual Meeting of Stockholders of DHB Capital
Group Inc. (the "Company") will be held on Friday, July 20, 2001 at 5:00 p.m. at
the office of the Company located at 555 Westbury Ave., Carle Place, NY 11514.
The meeting is being called for the following purposes:

1. To elect five directors.

2. To approve a change in the name of the Company to "DHB Industries,
Inc."

3. To ratify the appointment of independent accountants.

4. To transact such other business as may properly come before the
meeting.

Accompanying this Notice is the Proxy Statement and form of Proxy.

Only stockholders of record at the close of business on June 20, 2001
will be entitled to vote at the meeting and any adjournment thereof.

BY ORDER OF THE BOARD OF DIRECTORS

DAWN M. SCHLEGEL
SECRETARY

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED
PROXY SO THAT YOUR SHARES WILL BE REPRESENTED IN THE MEETING. IF YOU CHOOSE TO
ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND PERSONALLY CAST YOUR VOTES.

DHB CAPITAL GROUP INC.
555 WESTBURY AVENUE
CARLE PLACE, NEW YORK 11514

TEL. (516) 997-1155

PROXY STATEMENT

This Proxy Statement, and the Company's 2000 Annual Report are first being sent
to stockholders on or about June 29, 2001 in connection with the solicitation by
the Board of Directors of the enclosed form of Proxy for the 2001 Annual Meeting
of Stockholders to be held on July 20, 2001.

PURPOSES OF ANNUAL MEETING

The Annual Meeting has been called for the purposes of (1) electing five
Directors; (2) approving an amendment to the Certificate of Incorporation
changing the Company's name to DHB Industries, Inc.; (3) ratifying the selection
of Paritz and Company P.A. as auditors of the Company for 2001; and (4)
transacting such other business as may properly come before the meeting.

The person named in the enclosed Proxy has been selected by the Board of
Directors and will vote shares of Common Stock represented by valid Board of
Directors' Proxies. She has indicated that, unless otherwise indicated in the
enclosed Proxy, she intends to vote for the election of the nominees listed
below and in favor of Proposals 2 and 3 above.

Any stockholder signing and returning the enclosed form of Proxy has the power
to revoke it by giving written notice to the Secretary of the meeting or by the
delivery of a later dated proxy. Presence at the meeting does not itself revoke
the proxy. Proxies properly executed, duly returned to the Company and not
revoked, will be voted at the meeting in accordance with the directions
specified in the proxy. If no directions are given, the proxy will be voted for
the election of the five director nominees and "For" Proposals 2 and 3.

The Company has no knowledge of any other matters to be presented at the
meeting, except the reports of officers on which no action is proposed to be
taken. In the event that other matters do properly come before the meeting, the
person named in the Proxy will vote in accordance with her judgment on such
matters.

VOTING RIGHTS AND PRINCIPAL HOLDERS

The close of business on June 20, 2001 has been fixed as the record date for the
determination of holders of record of the shares of Common Stock entitled to
notice of and to vote at the Annual Meeting. On the record date, there were
issued and outstanding 31,419,847 shares. A quorum consisting of a majority of
all shares outstanding and entitled to vote at the meeting, present in person or
represented by proxy, is required for the purpose of considering all of the
matters to come before the meeting. A quorum being present, directors are
elected by a plurality of shares

voted; the change of the corporate name requires the affirmative vote of a
majority of the outstanding shares entitled to vote thereon; and the
ratification of the appointment of independent accountants requires the
affirmative vote of a majority of the votes cast.

At the meeting, broker "non-votes" and the shares as to which a stockholder
abstains are included for purposes of determining whether a quorum of shares is
present at a meeting. A broker "non-vote" occurs when a nominee holding shares
for a beneficial owner does not vote on a particular proposal because the
nominee does not have discretionary voting power with respect to that item and
has not received instructions from the beneficial owner. Broker "non-votes" are
not included in the tabulation of the voting results on the election of
directors or issues requiring approval of a majority of the votes cast. However,
broker non-votes and abstentions have the same effect as a vote against the
proposal to change the corporate name.

PERSONS MAKING THE SOLICITATION

Solicitation will be made by mail and possibly supplemented by telephone or
other personal contact to be made without special compensation by regular
officers and employees of the Company. The Company may reimburse nominees or
agents (including brokers holding shares on behalf of clients) for the cost
incurred in obtaining from their principals authorization to execute forms of
proxy. No solicitation will be made by specifically engaged employees or
soliciting agents. The cost of solicitation will be borne by the Company.

PROPOSAL 1

ELECTION OF DIRECTORS

Each director of the Company is elected annually and holds office until the next
annual meeting of stockholders and until his or her successors are duly elected.
In the absence of instructions to the contrary, the shares represented by proxy
will be voted for the election of the nominees listed below. Four of the
nominees are currently directors and Mr. Nadelman, the fifth nominee, was
previously a director.

Each individual nominated for election as a director of the Company has agreed
to serve if elected. However, if any nominee becomes unable or unwilling to
serve if elected, the proxies will be voted for the election of such other
person as may be recommended by the Board of Directors. The Board of Directors
has no reason to believe that the persons listed as nominees will be unable or
unwilling to serve.

The Board of Directors recommends that each stockholder vote "FOR" the Board of
Directors' nominees.

PRINCIPAL OCCUPATION PAST FIVE YEARS, DIRECTOR
NAME OF NOMINEE AGE OTHER DIRECTORSHIPS SINCE
- --------------- --- ------------------- --------

David H. Brooks 46 Chairman or Co-Chairman of the Company since 1992, and Chief 1992
Executive Officer from 1992 to 1998 and from July 2000 to the
present.

Dawn M. Schlegel 32 Chief Financial Officer of the Company since 1999, and Treasurer 2000
and Secretary of the Company since September 1999, having held
various financial positions with the Company since 1996.

Morten A. Cohen 66 Chairman, President & CEO of Clarion Capital Corp., a private 1996
small business investment company for more than five years.
Director of Cohesant Technologies Inc and Zemex Corporation.

Jerome Krantz 45 President of Krantz Financial Group for over five years. 2000

Gary Nadelman 49 President of personal investment operation for the past year and New Nominee
the President of Synari, Inc., a manufacturer of women's
sportswear and other apparel, for over five years.

The Directors serve for a term of one year following their election at the
Annual Meeting of Stockholders, and until their successors have been elected and
qualified. The officers serve at the discretion of the Board of Directors. There
were two telephonic meetings of the Board of Directors in 2000 and each of the
Directors attended all of the meetings held. Messrs. Cohen and Krantz serve on
the Audit and Compensation Committees, but no formal meetings of such committees
were held in 2000. The Company's Directors discharge their responsibilities
throughout the year by personal meetings and other communications, including
frequent and considerable telephone contact with each other regarding matters of
interest and concern to the Company. Formal action is customarily accomplished
by the unanimous written consent of the Directors.

During 2000 Directors who were not officers or employees of the Company did not
receive any compensation for serving as such, but were reimbursed for their
direct expenses incurred in connection with the discharge of their
responsibilities. However, the Company has periodically granted stock options to
the directors for their services and in May 2001, the directors received
warrants for 25,000 shares with an exercise price of $2.00.

EXECUTIVE COMPENSATION

The following table sets forth certain summary information regarding the
compensation of the executive officers whose total salary and bonus for the year
ended December 31, 2000, exceeded $100,000:

- ---------------------------------- ------------ ----------------------------------------------- ----------------------
Long Term
Compensation Awards
Annual Compensation
- ---------------------------------- ------------ ----------------------------------------------- ----------------------
Name and Principal Position Securities
Other Annual Underlying
Year Salary(1) Bonus Compensation Option/SAR's
- ---------------------------------- ------------ ---------------- ---------- ------------------- ----------------------

David Brooks, Chairman and Chief 2000 $413,542 0 0 3,750,000
Executive 1999 143,750 0 0 0
Officer 1998 50,000 0 0 0

- ---------------------------------- ------------ ---------------- ---------- ------------------- ----------------------
Sandra Hatfield 2000 $152,098 0 0 400,000
President of Point Blank 1999 149,196 0 0 0
1998 149,080 0 0 0
- ---------------------------------- ------------ ---------------- ---------- ------------------- ----------------------
Leonard Rosen, (2) 2000 $165,400 0 0 0
President of PACA 1999 165,400 0 0 0
1998 163,750 0 0 0
- ---------------------------------- ------------ ---------------- ---------- ------------------- ----------------------

<FN>
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(1) Although certain officers receive certain benefits, such as
auto allowances and expense allowances, the value of such
perquisites did not exceed the lesser of $50,000 or 10% of the
respective officers' salary and bonus.
(2) Mr. Rosen's employment terminated in February 2001.
</FN>

In July 2000, Mr. Brooks and the Company entered into a new five-year employment
agreement. Pursuant to the agreement, Mr. Brooks receives an annual salary of
$500,000 through July 2001, with annual increases of $50,000 thereafter. The
terms of Mr. Brooks' contract provides for 3,750,000 warrants exercisable at
$1.00 and vesting 20% immediately and in 20% annual increments thereafter. The
warrants expire in July 2010.

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes of
ownership of Common Stock and other equity securities of the Company. To the
Company's knowledge, based solely on review of the copies of such reports
furnished to the Company and written representations that no other reports were
required during the fiscal year ended December 31, 2000, all Section 16(a)
filing requirements applicable to its officers, directors and
greater-than-ten-percent beneficial owners were complied with.

Warrants Granted in Last Fiscal Year

Potential Gain at
assumed Annual Rates
of Stock Price
Appreciation for
Number of % of Total Option Term (1):
Securities Options/SARs
underlying granted to Exercise or
options/SAR's employees in Base Price Expiration
Name Granted Fiscal Year ($/Share) Date 5% 10%
- ---- ------- ----------- --------- ---- -- ---

David Brooks 3,750,000(2) 88% $1.00 7/1/10 $2,358,355 $5,976,534
Sandra Hatfield 400,000(3) 9% $2.00 12/31/06 $ 503,116 $1,274,994
Leonard Rosen 0 0% N/A

<FN>
1. These amounts assume hypothetical appreciate rates of 5% and 10%
over the term of the option, as required by the SEC, and are not
intended to forecast the appreciation of the stock price. No gain to
the name officers will occur unless the price of DHB's shares
exceeds the options' exercise price.
2. One-fifth of the shares covered by these warrants are exercisable
immediately, and 20% annual thereafter.
3. These warrants vest annually over four years.
</FN>

No warrants or options have been exercised by executive officers during
2000.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

The following table sets forth the beneficial ownership of the Company's Common
Stock as of June 8, 2001, for (i) each director and director nominee (ii) each
person known by the Company to beneficially own more than five percent of the
shares of outstanding Common Stock, (iii) each of the executive officers listed
in the Summary Compensation Table in "Executive Compensation" and (iv) all of
the Company's executive officers, directors, and director nominees as a group.
Except as otherwise indicated, all shares are beneficially owned, and the
persons named as the owners hold investment and voting power.

Number of Shares
Name Beneficially Owned Percent Owned
- ---- ------------------ -------------
David Brooks 20,775,600 (2) 51.5%

Morton Cohen 1,315,300 (3) 3.2%

Sandra Hatfield 100,000 (4) *

Dawn Schlegel 30,500 (5) *

Leonard Rosen 45,142 *

Gary Nadelman 280,000 (6) *

Jerome Krantz 50,000 (7) *

All officers, Directors
and nominees as a group
(6 persons) 22,596,542 (8) 56%

* - Less than one (1%)

1. Based upon 31,419,847 shares outstanding as of June 8, 2001. In
calculating the percentage owned by any individual, officer, or
director, the number of currently exercisable warrants and options
have been included in calculation of percentage owned. Currently
exercisable options or warrants are those, which are exercisable
within 60 days after June 8, 2001.

2. Consists of 7,500,600 shares owned by Mr. Brooks and 4,500,000 owned
by his wife as custodian for his minor children as well as 8,800,000
shares acquirable under currently exercisable warrants. As the only
person with more than 5% ownership of the Company, Mr. Brooks
address is 555 Westbury Avenue, Carle Place NY 11514.

3. Clarion Capital Corporation, Clarion Offshore Fund Ltd, and Clarion
Partners of which Morton Cohen is an executive or director, own
1,265,300 shares. Mr. Cohen may acquire an additional 50,000 shares
upon exercise of currently exercisable warrants for serving on the
Board.

4. Includes 100,000 shares issuable under currently exercisable
warrants awarded to Mrs. Hatfield.

5. Includes 30,000 shares that may be acquired upon exercise of a
currently exercisable warrant.

6. Includes 25,000 shares that may be acquired upon exercise of
currently exercisable warrants.

7. Includes 25,000 shares that may be acquired upon exercise of
currently exercisable warrants.

8. Included 8,961,000 shares that may be acquired upon exercise of
currently exercisable warrants of common stock held by directors and
officers.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has funded certain of its acquisitions through the use of term loans
from Mr. David H. Brooks, Chairman of the Board of the Company, and Mrs. Terry
Brooks, his wife. The balance of the shareholder loans at December 31, 2000 was
$16,046,469. These shareholders' loans expire in November 2002 and bear interest
at 12% per annum.

Point Blank Body Armor, Inc., a Company subsidiary, leases a 67,000 square foot
office and manufacturing facility in Oakland Park, Florida, from V.A.E.
Enterprises ("V.A.E."), a partnership controlled by Terry Brooks, wife of Mr.
David H. Brooks, and beneficially owned by Mr. and Mrs. Brooks' minor children.
A portion of the facility is subleased to NDL Products, Inc., another subsidiary
of the Company. The annual aggregate base rental is $607,353 and increases by 6%
per year until the lease expires in December 31, 2010. Point Blank and NDL
Products, as lessees, are responsible for all real estate taxes and other
operating and capital expenses.

COMPENSATION COMMITTEE REPORT

The Compensation Committee is responsible for developing the Company's executive
compensation policies and determining the compensation paid to the Company's
Chief Executive Officer and its other executive officers.

The Compensation Committee did not hold any formal meetings during 2000, but
discharged their responsibility throughout the year through personal meetings
and other communications. The Committee approved the new contract with Mr.
Brooks, the Company's Chief Executive Officer, entered into last year. The
Committee considers the executive compensation currently paid to Mr. Brooks and
the other executives appropriate for executives performing comparable services.

Compensation Committee:
Morton Cohen, Chrm.
Jerome Krantz

AUDIT COMMITTEE REPORT

The members of the audit committee met independently with management of the
Company and reviewed and discussed the audited financial statements with them.
The audit committee held no separate discussion with the independent auditors.
Based on their discussion with management, the audit committee recommended to
the Board of Directors that the audited consolidated financial statements be
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2000 as filed with the Securities and Exchange Commission.

This report by the Audit Committee shall not be deemed to be incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act or the Exchange Act, and
shall not otherwise be deemed filed under such Acts.

Audit Committee:
Martin A. Cohen, Chrm.
Jerome Krantz

PERFORMANCE GRAPH

The following indexed graph indicates the Company's total return to its
stockholders since June 4, 1998 (the day the Company's stock began trading on
Nasdaq) as compared to the total return for the Nasdaq Market Index and Medical
Appliances/Equipment Industry Group Index (as complied by Media General
Financial Service).

See Table below [AT END OF PROXY STATEMENT].

PROPOSAL 2

APPROVAL OF NAME CHANGE TO DHB INDUSTRIES, INC.

On May 31, 2001, the Board of Directors approved, subject to stockholders'
approval, an amendment to the Company's Certificate of Incorporation to change
the name of the Company to "DHB Industries, Inc.".

The Board believes that the new name better reflects the nature of the Company's
business and will avoid any confusion associated with the perception that the
Company is a venture capital or other financial service business.

The change of the Company's name will not affect in any way the validity or
transferability of currently outstanding stock certificates or the trading of
the Company's securities. If this proposal is approved, the stockholders will
not be required to surrender or exchange any stock certificates currently held
by them. As soon as practicable, following the approval of this proposal and the
filing of the Amendment with the Secretary of the State of Delaware changing the
Company's name to DHB Industries, Inc., all new share certificates issued by the
Company will be printed with the Company's new name.

Under Delaware law, a change in the name of a Delaware corporation requires both
directors' and stockholders' approval of an amendment to the corporation's
Certificate of Incorporation to reflect the new corporate name. The Board of
Directors has adopted the following resolution to amend the first section of the
Company's Certificate of Incorporation to reflect that the name of the Company
shall be DHB Industries, Inc.:

RESOLVED, that the Certificate of Incorporation be amended to change
the name of the Company from DHB Capital Group Inc. to DHB Industries,
Inc., and for that purpose to amend Article First thereof to read in
its entirety as follows:

"FIRST: The name of the Corporation is DHB Industries, Inc."

The affirmative vote of a majority of shares outstanding and entitled to vote is
necessary to approve this proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
APPROVAL OF THE NAME CHANGE

PROPOSAL 3

APPOINTMENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors has selected Paritz & Company P.A., as the Company's
auditors for the year ending December 31, 2001. The Board of Directors requests
the ratification of the appointment of Paritz & Company P.A. by the stockholders
at the Annual Meeting.

Aggregate fees billed for the audit of the Company's annual financial
statements, tax returns and the quarterly analysis of the financial statements
in 2000 were $55,000. The Audit Committee has considered whether the provision
of tax preparation services is compatible with maintaining the independent
accountants' independence and has determined that such services have not
adversely affected the auditors' independence.

Paritz and Company P.A. has served as the independent accountants for the
Company since 1999. A representative of Paritz and Company P.A. is expected to
be present at the meeting and will have the opportunity to make statements if he
desires to do so and will be available to respond to appropriate questions.

The affirmative vote of a majority of the Common Shares present, in present or
represented by proxy, is required for ratification of the appointment of Paritz
and Company P.A. as the independent accountants.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR
RATIFICATION OF THE APPOINTMENT OF PARITZ AND COMPANY P.A.

ANNUAL REPORT

A copy of the Company's Annual Report on Form 10-K for the year ended December
31, 2000 (without exhibits) as filed with the Securities and Exchange Commission
is being mailed to stockholders with this Proxy Statement.

FUTURE PROPOSALS

If any Stockholder wishes to submit a proposal for inclusion in the Proxy
Statement for the Company's 2002 Annual Meeting, the rules of the SEC require
that such proposal be received at the Company's principal executive office by a
reasonable time prior to January 31, 2002. All such proposals are subject to the
applicable rules and requirements of the Securities and Exchange Commission.

OTHER MATTERS

Management knows of no other matters to come before the meeting other than those
referred to in the Notice of Meeting. However, should any other matters properly
come before the meeting, the shares represented by the proxy solicited hereby
will be voted on such matters in accordance with the best judgment of the person
voting the shares represented by the proxy.

BY ORDER OF THE BOARD OF DIRECTORS

DAWN M. SCHLEGEL
SECRETARY

DHB CAPITAL GROUP INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Dawn Schlegel with the power of
substitution, as Proxy of the undersigned, to attend and act for and on behalf
of the undersigned at the Annual Meeting of Stockholders of the Company to be
held at the offices of the Company located at 555 Westbury Ave. Carle Place, NY
11514 at 5:00 PM local time on July 20, 2001 and at any adjournment thereof.
This Proxy hereby revokes any prior Proxy or Proxies. This Proxy when properly
executed will be voted as directed herein by the undersigned. IF NO DIRECTION IS
MADE, SHARES WILL BE VOTED FOR THE ELECTION OF DIRECTORS NAMED IN THE PROXY
STATEMENT AND "FOR" PROPOSALS 2 AND 3.

[X] Please mark your votes as in this example.

1. To elect as directors, all the persons names below. [ ] For [ ] Withheld

David H. Brooks Gary Nadelman Jerome Krantz
Morton A. Cohen Dawn M. Schlegel

To Withhold Your Vote For One Or More Nominees, Write That Nominee's Name
In the Space Provided Below:

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2. To approve the change in the name of the Company to "DHB Industries, Inc."

For:________ Against: ___________ Abstain: __________

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3. To ratify the appointment of Paritz and Company P.A. as auditors of the
Company for 2001.

For:________ Against: ___________ Abstain: __________

4. In its discretion, the proxy is authorized to vote upon such business as
may properly come before the meeting.

(Signature should conform exactly to name shown on the proxy. When joint
tenants hold shares, both should sign. Executors, administrators, guardians,
trustees, attorney and officers signing for corporations should give full
title).

Date: _______________________________________________

Signature: _____________________Signature if held jointly: _______________

Date, sign and return this Proxy promptly using the enclosed envelope.

- ----------------------------------------- ---------------- -------------- -------------- -------------

Company/Index/Market 6/4/98 12/31/98 12/31/99 12/31/00
- ----------------------------------------- ---------------- -------------- -------------- -------------
DHB Capital Group 100.00 110.81
- ----------------------------------------- ---------------- -------------- -------------- -------------
Medical Appliance/ Equipment 100.00 134.18
- ----------------------------------------- ---------------- -------------- -------------- -------------
Nasdaq Market Index 100.00 147.73
- ----------------------------------------- ---------------- -------------- -------------- -------------