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DHB Industries Inc · DEF 14A · For 12/31/02

Filed On 7/24/03 3:45pm ET · SEC File 1-13112 · Accession Number 1092306-3-297

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 7/24/03  DHB Industries Inc                DEF 14A    12/31/02    1:21                                     KMB Solutions/LLC/FA

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Solicitation Material                21    106K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Audit Fees Employment Agreements Executive Compensation
1	1st Page
8	Executive Compensation
10	Employment Agreements
19	Audit Fees

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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:                                                      

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

[ ]   Definitive Additional Materials                                           

[ ]   Soliciting Material Under Rule 14a-12                                     

DHB INDUSTRIES INC
________________________________________________________________________________
(Name or Registrant as Specified in Its Charter)

________________________________________________________________________________
(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:           

________________________________________________________________________________

(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):                                

________________________________________________________________________________

(4)   Proposed maximum aggregate value of transaction:                          

________________________________________________________________________________

(5)   Total fee paid:                                                           

________________________________________________________________________________

[ ]   Fee paid previously with preliminary materials:                           

________________________________________________________________________________

[ ]   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:                                                   

________________________________________________________________________________

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

________________________________________________________________________________

(3)   Filing Party:                                                             

________________________________________________________________________________

(4)   Date Filed:                                                               

________________________________________________________________________________

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

                                                                   July 25, 2003

To Our Stockholders:                                                            

         You are  cordially  invited  to  attend  the  2003  Annual  Meeting  of
Stockholders  of DHB Industries,  Inc. (the "Annual  Meeting") to be held at our
corporate  headquarters  located at 555 Westbury  Avenue,  Carle Place, New York
11514 on Friday,  August 15,  2003 at 4:00 p.m.  Your Board of  Directors  looks
forward to greeting personally those stockholders able to be present.           

         At the Annual Meeting,  you will be asked to elect six directors and to
ratify  the  appointment  of Grant  Thornton  LLP as the  Company's  independent
auditors for its 2003 fiscal year.  These matters are described in detail in the
accompanying  Notice of Annual Meeting of Stockholders  and Proxy  Statement.  A
proxy, as well as a copy of the Company's 2002 Annual Report on Form 10-K-A,  is
included  along  with the Proxy  Statement.  These  materials  are being sent to
stockholders on or about July 25, 2003.                                         

         It is important that your shares be represented at the Annual  Meeting,
regardless  of the number of shares you may own,  and whether or not you plan to
attend.  Accordingly,  please take a moment now to complete, sign, date and mail
the enclosed proxy.                                                             

         We appreciate your  cooperation,  and look forward to seeing you at the
2003 Annual Meeting.                                                            

                  Sincerely,

                           /s/ DAVID H. BROOKS
                                            ____________________________________
                       David H. Brooks
                                            Chairman and Chief Executive Officer

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY  given  that the 2003  Annual  Meeting of  Stockholders  of DHB
Industries, Inc. (the "Company") will be held on Friday, August 15, 2003 at 4:00
p.m. at our corporate  headquarters located at 555 Westbury Avenue, Carle Place,
New York 11514. The Annual Meeting is being called for the following purposes:  

         1.     To elect six directors to hold office during the year  following
the Annual Meeting and until their successors are elected and qualified.        

         2.     To ratify the appointment of Grant Thornton  LLP as  independent
auditors for the Company for 2003.                                              

         3.     To transact such other business as may properly  come before the
Annual Meeting or any adjournment or postponement of the Annual Meeting.        

         The  foregoing  items are more fully  described in the Proxy  Statement
accompanying this Notice along with the form of proxy.                          

         Only  stockholders  of record at the close of business on July 11, 2003
are entitled to notice of and to vote at the Annual Meeting and any  adjournment
thereof.                                                                        

BY ORDER OF THE BOARD OF DIRECTORS                                              
                                                       /s/  DAWN M. SCHLEGEL
                                                       _____________________
                                                  DAWN M. SCHLEGEL
                                           SECRETARY

Carle Place , New York                                                          
July 10, 2003                                                                   

YOUR VOTE IS IMPORTANT.  WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING,
PLEASE COMPLETE,  SIGN, DATE AND PROMPTLY RETURN THE  ACCOMPANYING  PROXY IN THE
ENCLOSED ENVELOPE SO THAT YOUR SHARES WILL BE REPRESENTED AT THE ANNUAL MEETING.
YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT HAS BEEN VOTED.                 

                                                                               2

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

 PROXY STATEMENT

 July 25, 2003

This Proxy  Statement is first being sent to  stockholders  on or about July 25,
2003 in  connection  with the  solicitation  by the  Board of  Directors  of DHB
Industries,  Inc., a Delaware corporation (the "Company"), of proxies to be used
at the 2003 Annual Meeting of Stockholders  (the "Annual Meeting") to be held on
August 15, 2003 at our corporate  headquarters  located at 555 Westbury  Avenue,
Carle Place, New York 11514.                                                    

The Annual Meeting has been called for the following purposes:  (1) electing six
directors;  (2) ratifying the  appointment  of Grant Thornton LLP as independent
auditors of the Company for 2003; and (3) transacting such other business as may
properly come before the Annual 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 Proposal 2 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 Annual Meeting or
by the delivery of a later dated proxy.  Presence at the Annual Meeting does not
itself revoke the proxy. Proxies properly executed, duly returned to the Company
and not  revoked,  will be voted at the Annual  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 six director nominees and "FOR" Proposal 2.     

The Company has no knowledge of any other  matters to be presented at the Annual
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 Annual
Meeting, the person named in the proxy will vote in accordance with her judgment
on such matters.                                                                

The close of  business  on July 11,  2003 has been fixed as the record date (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  40,594,746  shares of Common
Stock.  Each share has one vote. A quorum consisting of a simple majority of all
shares outstanding and entitled to vote at the Annual Meeting, present in person
or represented by proxy,  is required for the purpose of considering  all of the
matters to come before the Annual Meeting. A quorum being present, directors are
elected by a plurality of shares voted and the  ratification  of the appointment
of independent  auditors  requires the affirmative  vote of a simple majority of
the votes cast.                                                                 

                                                                               3

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At the Annual Meeting,  broker  "non-votes" and shares as to which a stockholder
abstains or withholds a vote are included for purposes of determining  whether a
quorum of shares is present at the Annual 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,  withheld votes and abstentions
have the same effect as a vote against the proposal to ratify the appointment of
the Company's independent auditors.                                             

Proxies  in the  enclosed  form are  being  solicited  by the  Company,  and the
expenses of soliciting  such proxies will be paid by the Company.  Following the
original  mailing of the proxies  and other  soliciting  materials,  the Company
and/or its  agents  may also  solicit  proxies  by mail,  telephone,  telegraph,
facsimile  or in person.  The  Company  does not  currently  expect that it will
retain a proxy solicitation firm.  Following the original mailing of the proxies
and other soliciting  materials,  the Company will request brokers,  custodians,
nominees  and other  record  holders of the  Company's  Common  Stock to forward
copies of the proxy and other soliciting materials to persons for whom they hold
shares of Common Stock and to request authority for the exercise of proxies.  In
such cases, the Company,  upon the request of the record holders, will reimburse
such holders for their reasonable  expenses.  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.
No  solicitation  will be made by specifically  engaged  employees or soliciting
agents.                                                                         

PROPOSAL 1

 ELECTION OF DIRECTORS

Six  directors  will be elected at the Annual  Meeting to serve for terms of one
year  expiring on the date of the Annual  Meeting in 2004.  Each director of the
Company is elected  annually and holds  office until the next annual  meeting of
stockholders  and until his or her successor is duly elected.  In the absence of
instructions to the contrary,  the shares represented by proxy will be voted for
the  election of the Board of  Directors'  nominees.  Such  nominees  are listed
below. All six nominees are currently directors of the Company.                 

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 persons named in the accompanying proxy intend to vote for
the  election of the balance of the named  nominees and such other person as may
be recommended  by the Board of Directors.  The Board of Directors has no reason
to  believe  that any of 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.                                                            

                                                                               4

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INFORMATION CONCERNING NOMINEES                                                 

The following is  information  concerning  nominees for election as directors of
the Company. Each of such persons is presently a director of the Company.       

                                                                [Download Table]


                                                                            DIRECTOR
NAME OF NOMINEE   AGE               PRINCIPAL OCCUPATION                     SINCE  

                                                                                    
David H. Brooks   48   Chairman and Chief Executive Officer of the Company    1992  

Dawn M. Schlegel  34   Chief Financial Officer of the Company                 2000  

Jerome Krantz     48   President of Krantz Financial Group                    2000  

Gary Nadelman     51   Partner in a ladies apparel line - Erik Stewart        2001  

Cary Chasin       55   Advertising Executive                                  2002  

Barry Berkman     62   Attorney - Partner with Berkman Bottger & Rodd         2003  


         David H. Brooks,  age 48, has served as the Chairman or  Co-Chairman of
the Company  since its  inception  in 1992.  Mr.  Brooks has served as the Chief
Executive  Officer of the Company since July 2000,  having  previously served in
that capacity prior to September 1998. Mr. Brooks also serves as Chairman of the
Board,  President and a Director of Brooks Industries of L.I., Inc., a privately
held venture capital firm.                                                      

         Dawn M. Schlegel,  age 34, has been the Chief Financial  Officer of the
Company since  September  1999.  Mrs.  Schlegel has also served as Treasurer and
Secretary of the Company since  September 1999, and was elected a Director as of
July 2000.  Prior  thereto,  Mrs.  Schlegel was the  Accounting  Manager for the
Company's operations and finances since 1996. Prior to joining the Company, Mrs.
Schlegel was a Senior  Accountant with Israeloff,  Trattner & Co. CPAs,  P.C., a
certified public accounting firm, for more than five years.                     

         Jerome  Krantz,  age 48, has been a director of the Company  since July
2000. Mr. Krantz has been the owner and President of Krantz  Financial Group for
over five years and has over twenty years of  experience  in the  insurance  and
financial  industry.  Mr. Krantz is a chartered  life  underwriter,  a chartered
financial  consultant and a registered  investment advisor. Mr. Krantz currently
serves as  Chairman  of the Audit and  Compensation  Committees  of the Board of
Directors.                                                                      

         Gary  Nadelman,  age 51, has been a director of the Company  since July
2001.  Since  2002,  Mr.  Nadelman  has  been  a  partner  in  a  company  which
manufactures ladies' sportswear under the labels Erik Stewart and Caryn Vallone.
Immediately prior thereto, he was the President of Synari,  Inc., a manufacturer
of women's sportswear and other apparel,  for more than five years. Mr. Nadelman

                                                                               5

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has over twenty years experience in the apparel industry. Mr. Nadelman currently
serves on the Audit and Compensation Committees of the Board of Directors.      

         Cary Chasin,  age 55, has been a Director of the Company  since October
2002. Mr. Chasin has been an advertising  executive for two years. Prior thereto
he owned and operated an apparel retail store. He was an employee of the Company
from November 1999 through April 2000 working on special projects  including the
closing of our hard armor division.  He has over 30 years'  experience in owning
and operating apparel retail, manufacturing and importing businesses. Mr. Chasin
is a member of the Audit and Compensation committees of the Board of Directors. 

         Barry  Berkman,  age 62,  has  been a  Director  of the  Company  since
February 2003. Mr. Berkman is a partner with Berkman  Bottger & Rodd, a New York
law firm since 1994, and is a member of the American Bar Association.           

THE BOARD OF  DIRECTORS  RECOMMENDS  A VOTE FOR THE ELECTION OF DAVID H. BROOKS,
DAWN M. SCHLEGEL, JEROME KRANTZ, GARY NADELMAN, CARY CHASIN AND BARRY BERKMAN AS
DIRECTORS.                                                                      

BOARD AND COMMITTEE MEETINGS                                                    

The Company's directors serve for a term of one year following their election at
the Annual Meeting of  Stockholders,  and until their  successors have been duly
elected and  qualified.  The officers  serve at the  discretion  of the Board of
Directors.  There were 22 telephonic  meetings of the Board of Directors in 2002
and each of the Directors  attended all of the meetings held.the Company's Board
has an Audit Committee and a Compensation Committee.  Messrs. Krantz, Chasin and
Nadelman  currently  serve  on the  Audit  Committee  and  on  the  Compensation
Committee. There were eight telephonic meetings of the Audit Committee and three
meetings of the  Compensation  Committee in 2002. In 2002, no director  attended
less than 75% of all meetings of the Board and the committees on which he or she
served.  The  Company  has  no  standing  nominating  committee.  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 2002, directors who were not officers or employees of the Company did not
receive any cash compensation for serving as such, but were reimbursed for their
direct   expenses   incurred  in   connection   with  the   discharge  of  their
responsibilities.  The Company has  periodically  granted  stock  options to all
directors for their services and in April 2002,  each of the directors  received
warrants to purchase 25,000 shares with an exercise price of $7.11 per share.   

EXECUTIVE COMPENSATION

EXECUTIVE OFFICERS                                                              

         Set forth below is certain information  regarding the Company's current
executive officers:                                                             

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         David H. Brooks,  age 48, has served as the Chairman or  Co-Chairman of
the Company  since its  inception  in 1992.  Mr.  Brooks has served as the Chief
Executive  Officer of the Company since July 2000,  having  previously served in
that capacity prior to September 1998. Mr. Brooks also serves as Chairman of the
Board,  President and a Director of Brooks Industries of L.I., Inc., a privately
held venture capital firm.                                                      

         Dawn M. Schlegel,  age 34, has been the Chief Financial  Officer of the
Company since  September  1999.  Mrs.  Schlegel has also served as Treasurer and
Secretary of the Company since  September 1999, and was elected a Director as of
July 2000.  Prior  thereto,  Mrs.  Schlegel was the  Accounting  Manager for the
Company's operations and finances since 1996. Prior to joining the Company, Mrs.
Schlegel was a Senior  Accountant with Israeloff,  Trattner & Co. CPAs,  P.C., a
certified public accounting firm, for more than five years.                     

         Sandra L.  Hatfield,  age 49, has been Chief  Operating  Officer of the
Company since December  2000.  From October 1996 until December 2000, she served
as President of Point Blank Body Armor Inc.,  a subsidiary  of the Company.  For
more than five years prior thereto,  she was the Vice President of Production at
Protective Apparel Corporation of America.                                      

SUMMARY COMPENSATION                                                            

The  following  table sets  forth  certain  summary  information  regarding  the
compensation  earned or paid to the Company's Chief Executive Officer and to all
other  executive  officers  whose  total  salary  and bonus  for the year  ended
December  31,  2002  exceeded  $100,000  (collectively,   the  "Named  Executive
Officers") for their services to the Company and its subsidiaries  during fiscal
2002, 2001 and 2000:                                                            

                                                        [Enlarge/Download Table]

                           SUMMARY COMPENSATION TABLE                                                                          

                                                                                   LONG TERM COMPENSATION                      
                                           ANNUAL COMPENSATION            AWARDS                       PAYOUTS                 

                                                                                        Securities                             
                                                         Other          Restricted      Underlying      LTIP       All Other   
   Name and Principal                                   Annual             Stock         Options/      Payouts  Compensation(1)
        Position            Year      Salary($)     Compensation(1)    Award(s) ($)      SARs(#)         ($)          ($)      

                                                                                                                               
David H. Brooks,            2002         $575,000       $68,750              0               25,000       0            0       
Chairman and Chief          2001          525,000          0                 0               25,000       0            0       
Executive Officer           2000          413,542          0                 0            3,750,000       0            0       

Sandra L. Hatfield,         2002         $163,068          0                 0               25,000       0            0       
Chief Operating Officer     2001          163,497          0                 0                    0       0            0       
                            2000          152,098          0                 0              400,000       0            0       

Dawn M. Schlegel, Chief     2002         $140,625          0                 0               25,000       0            0       
Financial Officer           2001          103,718          0                 0              125,000       0            0       
                            2000          100,000          0                 0                5,000       0            0       
<FN>                                                                                                                           
         (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 officer's annual salary and bonus.                                                                
</FN>                                                                                                                          

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EMPLOYMENT AGREEMENTS                                                           

In July 2000,  Mr.  Brooks and the Company  entered into a five-year  employment
agreement.  Pursuant to the agreement,  Mr. Brooks  received an annual salary of
$500,000 through July 2001, with annual increases of $50,000 thereafter.  On the
effective  date of the  agreement  Mr.  Brooks  received  warrants  to  purchase
3,750,000 shares of Common Stock  exercisable at $1.00 per share and vesting 20%
in July 2000 and in 20% annual  increments  thereafter.  The warrants  expire in
July 2010.  As the Company has  businesses in Florida and requires Mr. Brooks to
spend considerable time there, this contract includes  provisions for certain of
his Florida expenses.                                                           

OPTION/SAR GRANTS                                                               

The Company made warrant  grants to the Named  Executive  Officers in the fiscal
year ended  December  31,  2002,  and the  potential  realizable  values of such
warrants  at the end of their  terms,  assuming  certain  levels of stock  price
appreciation, are as follows:                                                   

                                                        [Enlarge/Download Table]


                        WARRANT/SAR GRANTS IN FISCAL 2002                                                                 

                                 INDIVIDUAL GRANTS                                                                        
                   __________________________________________                                                             

                            NUMBER OF                                                                                     
                            SECURITIES       % OF TOTAL                                      POTENTIAL REALIZED VALUE AT  
                            UNDERLYING      WARRANTS/SARS                                   ASSUMED ANNUAL RATES OF STOCK 
                            WARRANTS /       GRANTED TO        EXERCISE OR                  PRICE APPRECIATION FOR WARRANT
                              SAR'S(1)      EMPLOYEES IN       BASE PRICE       EXPIRATION             TERM(2):           
          NAME               GRANTED         FISCAL YEAR        ($/SHARE)          DATE          5%               10%     

                                                                                                                          
David H. Brooks               25,000             4%               $7.11           4/9/07         $0               $0      

Sandra L. Hatfield            25,000             4%               $7.11           4/9/07         $0               $0      

Dawn M. Schlegel              25,000             4%               $7.11           4/9/07         $0               $0      

<FN>                                                                                                                      
1 - The Company has no SAR's.                                                                                             

2 - These amounts assume hypothetical  appreciation 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 Named  Executive  Officers will                                          
occur unless the price of DHB's  common  shares  exceeds the  option's  exercise                                          
price.                                                                                                                    
</FN>                                                                                                                     

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AGGREGATED WARRANT / OPTION  EXERCISES AND FISCAL YEAR-END WARRANT/OPTION VALUES

         The following  table sets forth  information  regarding the exercise of
stock   warrants   during   2002  and  the  number  and  value  of   unexercised
warrants/options  held by each of the Named  Executive  Officers at December 31,
2002. The table does not include  warrants  provided to Mr. Brooks in capacities
other than as a director or officer of the Company.  The Company has not granted
any SAR's.                                                                      

                                                        [Enlarge/Download Table]


             AGGREGATED WARRANT/OPTION EXERCISES IN FISCAL 2002 AND                                                                 
                      FISCAL YEAR END WARRANT/OPTION VALUES                                                                         

                                                                        Number of                            Value of               
                                                                  Securities Underlying                    Unexercised              
                                                                       Unexercised                         In-the-Money             
                                                                  Warrants / Options at               Warrants / Options at         
                                                                     Fiscal Year-End                     Fiscal Year-End            
                          __________________________________________________________________________________________________________
                               SHARES                                                                                               
                            ACQUIRED ON         VALUE                                                                               
          NAME              EXERCISE (#)     REALIZED ($)     EXERCISABLE     UNEXERCISABLE       EXERCISABLE      UNEXERCISABLE    

                                                                                                                                    
David H. Brooks              5,593,751          -0-            2,325,000         1,500,000        $1,300,500(1)      $990,000(1)    

Dawn M. Schlegel               -0-              N/A              155,000            -0-                -0-               -0-        

Sandra L.  Hatfield            -0-              N/A              225,000           200,000             -0-               -0-        

<FN>                                                                                                                                
        1.  Based on the closing price on December 31, 2002 of $1.66 for a share                                                    
            of the Company's Common Stock.                                                                                          
</FN>                                                                                                                               

COMPENSATION  COMMITTEE  INTERLOCKS AND INSIDER  PARTICIPATION  IN  COMPENSATION
DECISIONS                                                                       

Messrs.  Krantz,  Nadelman  and Chasin  served as  members  of the  Compensation
Committee  during the 2002 fiscal year.  None of Messrs.  Krantz,  Nadelman,  or
Chasin (i) was an officer or employee of the Company or any of its  subsidiaries
during the 2002 fiscal year,  (ii) was formerly an officer of the Company or any
of its subsidiaries;  or (iii) had any relationship  requiring disclosure by the
Company under any paragraph of Item 404 of Regulation S-K (Certain Relationships
and Related Transactions) promulgated under the Securities Exchange Act of 1934.

REPORT OF THE COMPENSATION COMMITTEE
 ON EXECUTIVE COMPENSATION

NOTE: THE FOLLOWING  SECTION OF THIS PROXY  STATEMENT  SHALL NOT BE DEEMED TO BE
INCORPORATED BY REFERENCE INTO ANY FILING BY THE COMPANY WITH THE SECURITIES AND
EXCHANGE  COMMISSION  UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  OR THE

                                                                               9

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SECURITIES  EXCHANGE ACT OF 1934, AS AMENDED,  NOTWITHSTANDING ANY INCORPORATION
BY REFERENCE OF ANY OTHER PORTIONS OF THIS PROXY STATEMENT.                     

The compensation of the Company's executive officers is generally  determined by
either the Board of  Directors  or the  Compensation  Committee  of the Board of
Directors,  subject  to  approval  by the Board of  Directors,  and  subject  to
applicable employment agreements. Each member of the Compensation Committee is a
director who is not an employee of the Company or any of its affiliates.        

GENERAL POLICIES                                                                

The  Company's  compensation  programs  are  intended  to enable the  Company to
attract,  motivate,  reward and retain the management talent required to achieve
its corporate  objectives,  and thereby  increase  stockholder  value. It is the
Company's policy to provide  incentives to its senior management to achieve both
short-term and long-term  objectives and to reward  exceptional  performance and
contributions  to the development of the Company's  businesses.  To attain these
objectives,  the Company's executive compensation program includes a competitive
base salary and stock-based compensation.                                       

The  Compensation  Committee  grants stock warrants to employees,  including the
Company's  executive  officers.  The Compensation  Committee believes that stock
warrants provide an incentive that focuses the executive's attention on managing
the  Company  from the  perspective  of an  owner  with an  equity  stake in the
business.  Incentive  stock warrants are awarded with an exercise price equal to
the market value of Common Stock on the date of grant,  and all warrants  have a
maximum term of ten years and  generally  become  exercisable  not less than six
months after the date of grant.  Among the  Company's  executive  officers,  the
number of shares  subject  to  warrants  granted  to each  individual  generally
depends  upon the level of that  officer's  responsibility.  Previous  grants of
stock options are reviewed but are not considered  the most important  factor in
determining the size of any executive's stock option award in a particular year.

RELATIONSHIP OF COMPENSATION TO PERFORMANCE                                     

The Compensation Committee annually establishes,  subject to the approval of the
Board of Directors and any applicable employment  agreements,  the salaries that
will be paid to the  Company's  executive  officers  during the coming year.  In
setting salaries, the Compensation Committee takes into account several factors,
including  competitive  compensation data, the extent to which an individual may
participate in the stock plans  maintained by the Company,  qualitative  factors
bearing  on  an  individual's  experience,   responsibilities,   management  and
leadership abilities, and job performance.                                      

For fiscal 2002, pursuant to the terms of Mr. Brooks' employment  agreement with
the  Company,  Mr.  Brooks  received a base salary of $575,000.  See  "Executive
Compensation  -- Employment  Agreements".  Mr. Brooks also received  warrants to
purchase  25,000 shares of Common Stock at $7.11 per share.  Sandra Hatfield and
Dawn Schlegel  received  base  salaries of $163,068 and $140,625,  respectively.

                                                                              10

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Mrs.  Hatfield and Mrs.  Schlegel also each received warrants to purchase 25,000
shares of Common Stock at $7.11 per share. The Compensation Committee determined
that these amounts were appropriate given the Company's  financial  performance,
the substantial  contribution  made by each of the Named  Executive  Officers to
such  performance  and  the  compensation  levels  of  executives  of  companies
competitive with the Company.                                                   

COMPENSATION OF CHIEF EXECUTIVE OFFICER                                         

For fiscal  2002,  pursuant to the terms of his  employment  agreement  with the
Company,  David H. Brooks  received a base salary of  $575,000.  See  "Executive
Compensation - Employment  Agreements".  In light of this employment  agreement,
the Compensation  Committee was not required to make any decision  regarding the
cash  compensation of Mr. Brooks.  Mr. Brooks also received warrants to purchase
25,000  shares of Common Stock at $7.11 per share (as did each of the other four
then-current directors of the Company).                                         

                                                          COMPENSATION COMMITTEE
                                                 Jerome Krantz
                                               Cary Chasin
                                                 Gary Nadelman

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
GENERAL                                                                         

As of the date of this Proxy Statement,  the Company's  authorized capital stock
consists of Common Stock,  and Preferred  Stock,  par value $.001 per share (the
"Preferred  Stock").  On the Record Date, there were 40,594,746 shares of Common
Stock  outstanding,  no shares of Common  Stock held in  treasury,  and  500,000
shares of Preferred Stock outstanding.  The holders of Common Stock are entitled
to elect all members of the Board. As of the Record Date,  there were 135 record
holders of Common Stock (reflecting  approximately 5,280 beneficial owners), and
one record holder of Preferred Stock.                                           

The following table summarizes  information regarding stock warrants outstanding
as of July 1, 2003.                                                             
                               NUMBER OF       WEIGHTED        NUMBER OF
           EXERCISE PRICE     WARRANTS        AVERAGE           SHARES
                  RANGE        OUTSTANDING    EXERCISE PRICE   EXERCISABLE

              0 to $1.00       3,750,000        $1.00          3,000,000
            $1.01 to $1.50       250,000        $1.41            250,000
            $1.51 to $2.00       530,000        $2.00            320,000
            $2.01 to $2.50       190,000        $2.38            135,000
            $2.51 to $3.00         5,000        $3.00              5,000
            $3.01 to above       505,000        $5.33            505,000
                               _________                       _________

                Totals         5,230,000        $1.59          4,215,000
                               =========                       =========

                                                                              11

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BENEFICIAL OWNERSHIP                                                            

         The  following  table  sets  forth  the  beneficial  ownership  of  the
Company's  Common  Stock as of July 1, 2003,  for (i) each  person  known by the
Company to beneficially  own more than five percent of the shares of outstanding
Common  Stock,  (ii)  each of the  directors  and  nominees,  (iii)  each of the
executive  officers  listed  in the  Summary  Compensation  Table in  "Executive
Compensation",  and (iv) all the Company's executive officers and directors as a
group. Except as otherwise indicated, all shares are beneficially owned, and the
persons named as the owners hold investment and voting power.                   

                                                        [Enlarge/Download Table]


                                                  NUMBER OF SHARES           PERCENT OWNED(1)
             NAME                                BENEFICIALLY OWNED(2)       * - Less than 1%
                                                                                             
David H. Brooks                                      21,219,351(3)                 48%       
Jerome Krantz                                           145,350(4)                  *        
Sandra L. Hatfield                                      225,000(5)                  *        
Dawn M. Schlegel                                        205,500(6)                  *        
Gary Nadelman                                           219,000(7)                  *        
Cary Chasin                                             112,000(8)                  *        
Barry Berkman                                           132,200                     *        
All executive officers and Directors as a                                                    
group (7people)                                      22,258,401(9)                 50%(9)    

<FN>                                                                                         
1.       Based  upon  40,594,746  shares  outstanding  as of  July 1,  2003.  In             
         calculating the percentage owned by any individual officer or director,             
         the number of currently  exercisable  warrants and options held by such             
         individual  have been  included in the  calculation  of the  percentage             
         owned.                                                                              
2.       Includes options or warrants that are exercisable within 60 days after              
         July 1, 2003.                                                                       
3.       Consists of 10,037,059  common shares owned,  500,000 shares  issueable             
         upon conversion of Series A, 12%  Convertible  Preferred  Stock,  which             
         currently  are  convertible  and  represent  100%  of  the  issued  and             
         outstanding  shares of Preferred  Stock owned by Mr. Brooks,  3,057,292             
         shares  owned  by his  wife,  4,500,000  shares  owned  by his  wife as             
         custodian for his minor children, and 3,125,000 shares acquirable under             
         currently  exercisable  warrants at prices  between $1.00 and $7.11 per             
         share;  50,000 of the warrants  were issued in 2003. As the only person             
         known by the Company to beneficially  own more than 5% of the Company's             
         outstanding  Common Stock,  Mr. Brooks' address is 555 Westbury Avenue,             
         Carle Place, New York 11514.                                                        
4.       Includes  100,000  shares  which may be  acquired  upon  exercise  of a             
         currently  exercisable  warrants at prices  between $1.41 and $7.11 per             
         share; 50,000 of the warrants were issued in 2003.                                  
5.       Consists of 225,000 shares which may be acquired under currently                    
         exercisable  warrants at prices between $2.00 and $7.11 per share.                  
6.       Includes  205,000  shares which may be acquired under currently                     
         exercisable warrants at prices between $1.41 and $7.11 per share;                   
         50,000 of the warrants were issued in 2003.                                         
7.       Includes  100,000  shares  which  may  be  acquired  upon  exercise  of             
         currently  exercisable  warrants at prices  between $1.41 and $7.11 per             
         share; 50,000 of the warrants were issued in 2003.                                  
8.       Includes 50,000 shares which may be acquired under currently                        
         exercisable  warrants at a price of $1.41 per share issued in 2003.                 
9.       Includes 3,805,000 shares purchasable pursuant to currently exercisable             
         warrants held by directors and officers.                                            
</FN>                                                                                        

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE                         

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 and with the American Stock Exchange, initial reports of
ownership  and reports of changes of  ownership of Common Stock and other equity
securities  of the Company,  and SEC  regulations  require  executive  officers,
directors and greater than ten-percent  beneficial owners to furnish the Company
with copies of all Section 16(a) forms they file.  To the  Company's  knowledge,
based solely on a 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,  2002,  all Section  16(a)  filing  requirements
applicable to its  executive  officers,  directors and  greater-than-ten-percent
beneficial owners were complied with, except for one late-filing with respect to
one warrant grants by each of Mr. Brooks,  Mr.  Krantz,  Mrs.  Hatfield and Mrs.
Schlegel. These late filings are attributed to administrative errors.           

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has funded certain of its  acquisitions  and operations  through the
use of term  loans  from  Mr.  David H.  Brooks,  Chairman  of the  Board of the
Company,  and Mrs. Terry Brooks, his wife. On January 14, 2002, David H. Brooks,
the  principal  stockholder  of  the  Company,   exchanged  $3  million  of  the
approximately  $10 million of  indebtedness  due him for  500,000  shares of the
Company's  newly  authorized  Series A, 12%  Convertible  Preferred  Stock  (the
"Preferred  Stock").  The Preferred Stock has a dividend rate of $0.72 per share
per annum,  an amount equal to the interest  that would have been payable on the
exchanged  indebtedness.  Shares of the Preferred  Stock are  convertible,  on a
one-to-one basis, at the option of the holder,  into shares of Common Stock. The
shares of  Preferred  Stock are  redeemable  at the  option  of the  Company  on
December  15 of each year.  During  2002,  the Company  repaid  $5.5  million of
principal indebtedness owed to Mr. Brooks,  bringing the total indebtedness owed
by the Company to Mr. Brooks as of December 31, 2002 to $1.5 million. During the
second  quarter of 2003,  the Company  repaid the balance of $1.5 million to Mr.
Brooks, eliminating the shareholder loan from the Company's balance sheet. These
shareholder loans had borne interest at 12% per annum.                          

Point Blank leases a 67,000 square foot office and  manufacturing  facility (the
"Oakland  Park  Facility")  located at 4031 N.E.  12th  Terrace,  Oakland  Park,
Florida 33334,  from V.A.E.  Enterprises  LLC  ("V.A.E."),  a limited  liability
corporation  controlled  by  Terry  Brooks,  wife of Mr.  David H.  Brooks,  and
beneficially  owned by Mr. and Mrs.  Brooks' minor  children.  Total base rental
under this lease was  $643,000 in 2002,  and the lease  expires on December  31,
2010.  Management  performed a comparison  of market rates at the time the lease
was entered  into,  and believes that the terms of the lease were at the current
market price that would then have been obtained from an unrelated party.        

                                                                              13

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The  Company has been  purchasing  certain  products,  which are  components  of
ballistic  resistant apparel  manufactured and sold by the Company from Tactical
Armor Products,  Inc. ("TAP"),  a company owned by Terry Brooks, the wife of Mr.
David H.  Brooks.  The  total of such  purchases  in 2002,  2001,  and 2000 were
approximately $7.9 million,  $2.8 million and $477,000,  respectively.  The unit
prices  charged by TAP have been less than the prices  charged to the Company by
its previous outside suppliers,  and TAP's products are available on demand. The
Company  believes that the prices charged by TAP are fair prices  established in
good faith.  To facilitate  the delivery and  integration  of these  components,
beginning in May 2001, the Company permitted TAP to manufacture these components
in a portion of the Company's  manufacturing  facility in Jacksboro,  Tennessee,
for which TAP paid to the Company occupancy charges of approximately $39,600 and
$26,400 for the year ended December 31, 2002 and 2001,  respectively.  (The rent
paid by TAP is an estimated  allocable  portion of the Company's  total rent for
the entire facility.) Terry Brooks also owned another company,  US Manufacturing
Corporation,  that  received  revenues  of $43,355  from the Company in 2002 for
stitching  work  but  has  since  been  merged  into  TAP.  TAP  is an  approved
subcontractor under the applicable  contracts between the Company and the United
States federal government.                                                      

AUDIT COMMITTEE REPORT

NOTE: THE FOLLOWING  SECTION OF THIS PROXY  STATEMENT  SHALL NOT BE DEEMED TO BE
INCORPORATED BY REFERENCE INTO ANY FILING BY THE COMPANY WITH THE SECURITIES AND
EXCHANGE  COMMISSION  UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  OR THE
SECURITIES  EXCHANGE ACT OF 1934, AS AMENDED,  NOTWITHSTANDING ANY INCORPORATION
BY REFERENCE OF ANY OTHER PORTIONS OF THIS PROXY STATEMENT.                     

Effective January 31, 2000, the Securities and Exchange  Commission  adopted new
rules and  amendments to current rules relating to the disclosure of information
about companies' audit committees.  The new rules require that, for all votes of
shareholders occurring after December 15, 2000, the proxy statement must contain
a report of the audit  committee  addressing  several  issues  identified in the
rules.  In addition,  the SEC  recommends  that audit  committees  adopt written
charters.  Our  Audit  Committee  has  adopted  a  charter,  a copy of which was
included as Appendix A to the Company's 2002 proxy statement.                   

In 2002, our Audit  Committee was comprised of three  directors,  Jerome Krantz,
Gary Nadelman,  and Cary Chasin,  who are not officers of the Company.  They are
all considered  "independent"  under Section 121(A) of the listing  standards of
the American Stock Exchange.                                                    

At the time of his  appointment  to the  Audit  Committee,  Mr.  Chasin  was not
considered  to be  "independent"  because he had been  employed  by the  Company
within the preceding three years;  however, due to Mr. Chasin's familiarity with
many then-current matters of Company business, the Board of Directors determined
that it was in the best interests of the Company and its  stockholders  that Mr.
Chasin serve on the Audit Committee,  and the Company received from the American
Stock  Exchange a waiver of the  independence  requirement  with  respect to Mr.
Chasin, conditional upon the preceding disclosure.                              

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The primary  function of the Audit Committee is to assist the Board of Directors
in  fulfilling   its  oversight   responsibilities.   The  primary   duties  and
responsibilities of the Audit Committee include: (i) monitoring the integrity of
the Company's financial reporting process and systems of internal controls, (ii)
monitoring  the  independence  and  performance  of  the  Company's  independent
auditors,  and (iii) providing an avenue of communication  among the independent
auditors, management and the Board of Directors.                                

In this context,  during 2002 the Audit Committee met eight times telephonically
and held discussions with management and the Company's independent auditors. The
Audit  Committee's  Chairman,  as  representative  of the Audit Committee,  also
discussed  the  Company's  interim  financial   information  contained  in  each
quarterly  earnings  announcement with the Company's Chief Financial Officer and
the Company's independent auditors prior to public release.                     

The Audit  Committee  has  reviewed and  discussed  the  Company's  2002 audited
financial  statements  with  management  and discussed  with Grant  Thornton LLP
("Grant Thornton") the matters required to be discussed by Statement on Auditing
Standards No. 61 (Communication  with Audit Committees),  which includes,  among
other items, matters related to the conduct of the audit of the Company's annual
consolidated  financial  statements.   In  addition,  the  Audit  Committee  has
discussed  with Grant  Thornton  their  independence  from the  Company  and its
management, including the matters in the written disclosures and letter required
by the  Independence  Standards  Board  Standard No. 1 and provided to the Audit
Committee by Grant Thornton (Independence Discussions with Audit Committees).   

In  reliance  on the  reviews  and  discussions  referred  to  above,  the Audit
Committee  recommended to the Board of Directors  that the audited  consolidated
financial statements for 2002 be included in the Company's Annual Report on Form
10-K-A for the year ended  December 31, 2002, for filing with the SEC. The Audit
Committee  and  the  Board  of  Directors  also  have  recommended,  subject  to
stockholder  ratification,  the  selection  of Grant  Thornton as the  Company's
independent  auditors for the fiscal year ending December 31, 2003. In the event
that the Board's  selection  of  auditors  is not  ratified by a majority of the
shares voting thereon,  the Audit Committee and the Board will review its future
selection of auditors.                                                          

                                                               AUDIT COMMITTEE

                                                             Jerome Krantz

                                                             Gary Nadelman

                                                           Cary Chasin

                                                                              15

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 PERFORMANCE GRAPH

NOTE: THE FOLLOWING  SECTION OF THIS PROXY  STATEMENT  SHALL NOT BE DEEMED TO BE
INCORPORATED BY REFERENCE INTO ANY FILING BY THE COMPANY WITH THE SECURITIES AND
EXCHANGE  COMMISSION  UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  OR THE
SECURITIES  EXCHANGE ACT OF 1934, AS AMENDED,  NOTWITHSTANDING ANY INCORPORATION
BY REFERENCE OF ANY OTHER PORTIONS OF THIS PROXY STATEMENT.                     

The  following  indexed  graph  indicates  the  Company's  total  return  to its
stockholders  since September 4, 1998 (the day the Company's stock began trading
on NASDAQ) as compared to the total return for the AMEX Market Index (the Common
Stock  currently  trades  on the  American  Stock  Exchange)  and  the  Security
Protection  Services Group Index (the "Peer Group").  The Common Stock traded on
NASDAQ until  December  21,  1999,  at which point it traded on the OTC Bulletin
Board and the Boston Stock Exchange, where it traded until February 1, 2002 when
it began trading on the American Stock Exchange. The performance graph below was
prepared by Media General Financial Service.                                    

COMPARE CUMULATIVE TOTAL RETURN 
AMONG DHB INDUSTRIES INC.,
AMEX MARKET INDEX AND MG GROUP INDEX

[GRAPH GOES HERE] 

ASSUMES $100 INVESTED ON SEPT. 04, 1998 
ASSUMES DIVIDEND REINVESTED 
FISCAL YEAR ENDING DEC. 31, 2002

                                                        [Enlarge/Download Table]

_____________________________________________________________________________________________________________________
Company/Index/Market               09/04/98     12/31/98    12/31/99    12/31/00    12/31/01    12/31/02    6/30/03  
_____________________________________________________________________________________________________________________
                                                                                                                     
DHB Industries, Inc.                   100.00      110.81       15.54       37.84      128.65       35.89      88.43 
_____________________________________________________________________________________________________________________
Protection/Security Services           100.00      119.04       95.81       85.57      132.68      100.17     112.37 
_____________________________________________________________________________________________________________________
AMEX Market Index                      100.00      120.47      150.19      148.35      141.51      135.86     158.83 
_____________________________________________________________________________________________________________________

The  above  graph  assumes  $100  invested  on  September  4,  1998 (the day the
Company's  Common Stock began trading on NASDAQ) in the Company's  Common Stock,
the AMEX Market  Index (the Common  Stock began  trading on the  American  Stock
Exchange on February 1, 2002) and the Peer  Group.  It assumes  reinvestment  of
dividends.                                                                      

                                                                              16

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PROPOSAL 2
APPOINTMENT OF INDEPENDENT ACCOUNTANTS

         The  Board  of  Directors  has  selected  Grant  Thornton  LLP  ("Grant
Thornton") as the Company's  independent  auditors for the year ending  December
31, 2003. The Board of Directors requests the ratification of the appointment of
Grant Thornton by the stockholders at the Annual Meeting.                       

         AUDIT  FEES.  The  aggregate  fees  billed  for  professional  services
rendered by Grant Thornton for the audit of the Company's  financial  statements
("Audit  Services")  during the year ended December 31, 2002 were $110,000.  The
aggregate  fees billed by Grant  Thornton for services  rendered to the Company,
other than the services  described above under "Audit Fees", for the fiscal year
ended December 31, 2002 were approximately  $5,000.  These fees were principally
for review of the Company's  Quarterly Reports on Form 10-Q. There were no audit
or non-audit services rendered by Grant Thornton to the Company prior to May 29,
2002.                                                                           

         FINANCIAL  INFORMATION  SYSTEMS DESIGN AND  IMPLEMENTATION  FEES. Grant
Thornton  did not  render  any  professional  services  described  in  paragraph
(c)(4)(ii) of Rule 2-01 of  Regulation  S-X (17 C.F.R.  210.2-01),  or any other
professional services, other than the Audit Services, for the Company during the
year ended December 31, 2002. The Audit Committee determined that the absence of
any such services was compatible  with  maintaining  the  independence  of Grant
Thornton  LLP.  There  were no audit or  non-audit  services  rendered  by Grant
Thornton to the Company prior to May 29, 2002.                                  

         ALL OTHER FEES.  There were no other fees billed by Grant  Thornton for
services rendered to the Company,  other than the services described above under
"Audit Fees",  for the fiscal year ended December 31, 2002.  There were no audit
or non-audit services rendered by Grant Thornton to the Company prior to May 29,
2002.                                                                           

A  representative  of Grant  Thornton  is  expected  to be present at the Annual
Meeting and will have the opportunity to make statements if he or she desires to
do so and will be available to respond to appropriate questions.                

The  affirmative  vote of a majority  of the shares of Common  Stock  present in
person  at  the  Annual   Meeting  or  represented  by  proxy  is  required  for
ratification of the appointment of Grant Thornton as the independent accountants
for 2003.                                                                       

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR
RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP 

                                                                              17

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 ANNUAL REPORT

A copy of the Company's Annual Report on Form 10-K/A for the year ended December
31, 2002 (without exhibits) as filed with the Securities and Exchange Commission
is being mailed to stockholders with this Proxy Statement.                      

FUTURE PROPOSALS

If any  stockholder  of the Company wishes to submit a proposal for inclusion in
the  proxy  statement  and  proxy  for the  Company's  2004  Annual  Meeting  of
Stockholders,  such  proposal  must  be  received  at  the  Company's  principal
executive  office by March 17,  2004.  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 Annual  Meeting  other
than those  referred  to in the  Notice of  Meeting.  However,  should any other
matters properly come before the Annual 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.              

ANNUAL REPORT ON FORM 10-K/A

         The Company will provide  without  charge to each person whose proxy is
solicited,  upon the written request of any such person, a copy of the Company's
Annual  Report on Form  10-K/A for its fiscal  year ended  December  31, 2002 as
filed  with  the SEC,  including  the  financial  statements  and the  schedules
thereto.  The Company does not undertake to furnish without charge copies of all
exhibits to its Form 10-K/A,  but will furnish any exhibit upon the payment of a
charge equal to the  Company's  costs of copying and mailing any such  exhibits.
Such  written  requests  should be  directed  to Mrs.  Dawn M.  Schlegel,  Chief
Financial Officer,  555 Westbury Avenue,  Carle Place, New York 11514. Each such
request must set forth a good faith  representation  that,  as of July 11, 2003,
the person making the request was a beneficial  owner of securities  entitled to
vote at the Annual Meeting.                                                     

BY ORDER OF THE BOARD OF DIRECTORS

DAWN M. SCHLEGEL
 SECRETARY

ALL STOCKHOLDERS  ARE URGED TO COMPLETE,  SIGN, DATE AND RETURN THE ACCOMPANYING
PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.                                    

                                                                              18

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DHB INDUSTRIES, INC.

 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The undersigned hereby acknowledges  receipt of the proxy statement and
hereby   constitutes   and  appoints  Dawn  M.  Schlegel,   with  the  power  of
substitution,  as Proxy of the  undersigned  to represent and vote all shares of
Common Stock, par value $0.001 per share of DHB Industries, Inc. (the "Company")
owned by the undersigned at the Annual Meeting of Stockholders of the Company to
be held at the  corporate  headquarters  of the Company  located at 555 Westbury
Avenue,  Carle Place,  New York 11514 at 4:00 p.m. local time on August 15, 2003
and at any  adjournment or postponement  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"
PROPOSAL 2.                                                                     

[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
      Cary Chasin               Dawn M. Schlegel             Barry Berkman

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

2.       To ratify the appointment of Grant Thornton LLP as independent auditors
of the Company for 2003.                                      
         For:________              Against: ___________      Abstain: __________

3.       In her discretion, the proxy is authorized to vote upon such other     
business as may properly come before the Annual Meeting.      

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

Date: _______________________________________________         

Signature: _____________________                              

Signature if held jointly:  ____________________              

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

                                                                              19

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This DEF 14A Filing	Date	First	Last	Other Filings

	9/4/98	18
	12/21/99	18
	1/31/00	16
	12/15/00	16
	12/31/01	16		10-K, 10-K/A
	1/14/02	15		8-K
	2/1/02	18
	5/29/02	19
For The Period Ended	12/31/02	9	20	10-K, 10-K/A
	7/1/03	13	14
	7/10/03	4
	7/11/03	4	20
Filed On / Filed As Of / Effective As Of	7/24/03			10-K/A, 8-K
	7/25/03	3	5
	8/15/03	3	21
	12/31/03	17	19	10-K, 10-K/A, NT 10-K, NT 10-K/A
	3/17/04	20
	12/31/10	15

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DHB Industries Inc · DEF 14A · For 12/31/02

Filed On 7/24/03 3:45pm ET · SEC File 1-13112 · Accession Number 1092306-3-297

Definitive Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents