Ex 3.19

                            CERTIFICATE OF FORMATION

                                       OF

                             ARMOR HOLDINGS GP, LLC

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

      The undersigned, an authorized natural person, for the purpose of forming
a limited liability company, under the provisions and subject to the
requirements of the State of Delaware (particularly Chapter 18, Title 6 of the
Delaware Code and the acts amendatory thereof and supplemental thereto, and
known, identified, and referred to as the "Delaware Limited Liability Company
Act"), hereby certifies that:

      FIRST: The name of the limited liability company (hereinafter called the
"Limited Liability Company") is Armor Holdings GP, LLC.

      SECOND: The address of the registered office and the name and the address
of the registered agent of the Limited Liability Company required to be
maintained by Section 18-104 of the Delaware Limited Liability Company Act are:

                  Corporation Service Company
                  2711 Centerville Road, Suite 400
                  Wilmington, Delaware 19808

      THIRD: The Limited Liability Company shall, to the fullest extent
permitted by the provisions of the Delaware Limited Liability Company Act, as
the same may be amended and supplemented, indemnify the members, managers,
officers and directors of the Limited Liability Company.

Dated: October 26, 2000                     /s/ Robert L. Lawrence
                                            -----------------------
                                            Robert L. Lawrence
                                            Authorized Person