SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BROOKS DAVID H

(Last)

(First)

(Middle)

555 OLD WESTBURY AVE

(Street)

CARLE PLACE

11514

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DHB INDUSTRIES INC [ DHB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/01/2004

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.001 par value	11/29/2004		X		3,669,756	A	⁽¹⁾	9,853,904	D
Common Stock, $0.001 par value	11/29/2004		S		700,000	D	$18.9	6,153,904	D
Common Stock, $0.001 par value								3,057,292	I	By spouse
Common Stock, $0.001 par value	11/29/2004		S		3,000,000	D	$18.9	0	I	By S-Corporations, the stock of which is held by Mr. Brooks' spouse as custodian for his children⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant	$3.25	11/29/2004		J			25,000	03/19/1999	03/19/2009	Common Stock	20,962	⁽¹⁾	3,900,000	D
Warrant	$7.11	11/29/2004		J			25,000	04/09/2002	04/09/2007	Common Stock	16,166	⁽¹⁾	3,875,000	D
Warrant	$1	11/29/2004		J			3,750,000	07/01/2000	07/01/2010	Common Stock	3,563,617	⁽¹⁾	125,000	D
Warrant	$2	11/29/2004		J			25,000	05/31/2001	05/31/2006	Common Stock	22,515	⁽¹⁾	100,000	D
Warrant	$1.41	11/29/2004		J			50,000	01/15/2003	01/15/2008	Common Stock	46,496	⁽¹⁾	50,000	D

Explanation of Responses:

1. Cashless exercise of 3,875,000 warrants, based upon the average close for the prior five days of 20.12. 3,875,000 warrants were exercised resulting in 3,669,756 shares which were subsequently sold at market price of $18.90 per share as reported in Table 1 above.

2. The Form 4, filed on December 1, 2004 and to which this amendment relates, incorrectly identified the 3,000,000 shares owned by the S-Corporations (referenced in Table I above) as being owned "directly" by Mr. Brooks. Prior Form 4s listed the same shares as being owned "indirectly" by Mr. Brooks. This amendment clarifies that Mr. Brooks' beneficial ownership of the shares held by the S-Corporation was "indirect."

	/s/ DAVID H. BROOKS	05/19/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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