SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 12b-25

                                                     Commission File No. 0-18863

                          NOTIFICATION OF LATE FILING

      (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q
                                 [ ] Form N-SAR

                      For the Period Ended: June 30, 2003
                                            -------------

[ ] Transition Report on Form 10-K      [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F      [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
    For the Transition Period Ended:
                                    --------------------------

     Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

     If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
                                                       --------------------

                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant: ARMOR HOLDINGS, INC.
Former name if applicable:

Address of principal executive office      1400 MARSH LANDING PARKWAY, SUITE 112
City, state and zip code                   JACKSONVILLE, FLORIDA 32250

                                    PART II
                            RULE 12B-25 (b) AND (c)

     If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)

[x] (a) The reasons described in reasonable detail in Part III of this form
    could not be eliminated without unreasonable effort or expense;

    (b) The subject annual report, semi-annual report, transition report on
    Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on
    or before the 15th calendar day following the prescribed due date; or the
    subject quarterly report or transition report on Form 10-Q, or portion
    thereof will be filed on or before the fifth calendar day following the
    prescribed due date; and

    (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
    has been attached if applicable.





                                    PART III
                                   NARRATIVE

     State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K,
N-SAR, or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)

     The Company was unable to effectuate the filing of its Quarterly Report on
Form 10Q for the quarterly period end June 30, 2003 due to the major power
failure at approximately 4 pm New York City time on August 14, 2003, which
affected the eastern region of the United States.

                                    PART IV
                               OTHER INFORMATION

     (1) Name and telephone number of person to contact in regard to this
notification:

        Phil Baratelli                          (904) 741-5400
        (Name)                             (Area Code)  (Telephone Number)

     (2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).

                                 [X] Yes [ ] No

     (3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                 [ ] Yes [X] No

     If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

                              Armor Holdings, Inc.
                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date: August 14, 2003          By: /s/ Phil Baratelli
                                   ------------------
                                   Phil Baratelli, Treasurer and Controller


                                   ATTENTION

     Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).