This is The O’Gara Group, Inc.’s initial public offering. We are selling all of the          shares of common stock offered in this offering.

Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share will be between $          and $         . We intend to apply for listing of the common stock on The NASDAQ Global Market under the symbol “OGAR.”

We have granted the underwriters an option to purchase a maximum of          additional shares of our common stock to cover over-allotments of shares, exercisable at any time until 30 days after the date of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Delivery of the shares of common stock is expected be made on or about         , 2008.

You should rely only on the information contained in this prospectus and the registration statement of which this prospectus is a part. We have not authorized anyone to provide you with information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

You should carefully consider the risks described below before deciding to invest in us. Investing in our common stock involves a high degree of risk. Any of the following risks could harm our business and future results of operations and could result in a partial or complete loss of your investment. These risks are not the only ones that we may face. Additional risks not presently known to us or that we currently consider immaterial also could impair our business operations and financial condition.

The completion of the Pending Acquisitions may place a significant strain on our financial, technical, operational and administrative resources.

While our founders and executive officers have a long history of integrating acquisitions in our industry, the collective size and breadth of the Pending Acquisitions is greater than that of acquisitions previously undertaken by us. We may not be able to integrate the operations of the acquired companies without increases in costs, losses in revenues and other difficulties. In addition, we may not be able to realize the operating efficiencies, cost savings or other benefits expected from the Pending Acquisitions. A substantial portion of the acquired companies’ businesses is outside of the U.S. The difficulty of integrating and realizing benefits from the Pending Acquisitions may be exacerbated by the varied geographic locations involved and by the need to comply with multiple U.S. and foreign laws and regulatory requirements. Any unexpected costs or delays incurred in connection with the integration of the Pending Acquisitions could have a material adverse effect on our business, results of operations or financial condition.

Our ability to successfully integrate and grow our business after the closing of this offering and the Pending Acquisitions depends to a significant extent on the continued services of the key employees at Isoclima, TPS and OmniTech, some of whom will be running significant portions of our business. If key employees at any of these companies were to leave and it became necessary to hire new employees to manage the business, we could experience difficulties in finding qualified personnel. Messrs. Herrera and Maxin, the principal shareholders of TPS Armoring and OmniTech, respectively, each will have a two-year employment agreement with us that contains customary confidentiality, noncompetition and nonsolicitation provisions. We cannot guarantee that any of these key employees will not terminate his employment, which could have a materially adverse effect on our business, financial condition, results of operations and cash flows.

The market price of our common stock may decline as a result of the Pending Acquisitions if, among other things, the integration of our business and any of the acquired businesses is unsuccessful or if the liabilities, expenses or transaction costs related to the Pending Acquisitions are greater than we expect. The market price of our common stock also may decline if the Pending Acquisitions do not result in the benefits to our financial results anticipated by financial or industry analysts or if those benefits are not achieved as rapidly as expected.

We intend to grow, in part, through the acquisition of additional security, safety and defense-related businesses. Our ability to expand through acquisitions is integral to our growth strategy and requires us to identify suitable acquisition candidates that complement our existing product and service offerings and/or expand those lines into related products and services. We may encounter difficulty identifying suitable acquisition candidates. The market for acquisitions of such companies is highly competitive, and many companies with which we compete have substantially greater resources that they can deploy in pursuing attractive acquisition candidates. If competition intensifies, there may be fewer acquisition opportunities available to us as well as higher prices for acquisitions. Even if we identify an appropriate acquisition candidate, we may not be able to negotiate satisfactory terms for the acquisition or to finance the acquisition. Moreover, if we are unable to negotiate satisfactory terms for an acquisition or we discover issues during our due diligence review and terminate negotiations, we may incur significant expenses related to the terminated transaction. For example, during the fourth quarter of 2007, we incurred approximately $0.8 million of expense in connection with acquisition opportunities that ultimately did not materialize. If we fail to complete acquisitions, we may not grow as rapidly as we expect, which could adversely affect the market price of our common stock. Further, any expenses incurred could adversely affect our financial condition, results of operations and cash flows.

The United States stock and credit markets have recently experienced significant price volatility, dislocations and liquidity disruptions, which have caused market prices of many stocks to fluctuate substantially and the spreads on prospective debt financings to widen considerably. These circumstances have materially impacted liquidity in the financial markets, making terms for certain financings less attractive, and in some cases have resulted in the unavailability of financing. Continued uncertainty in the stock and credit markets may negatively impact our ability to access additional financing at reasonable terms, which may negatively affect our ability to make future acquisitions. A prolonged downturn in the financial markets may cause us to seek alternative sources of potentially less attractive financing, and may require us to adjust our business plan accordingly. These events also may make it more difficult or costly for us to raise capital through the issuance of our common stock or preferred stock. The disruptions in the financial markets may have a material adverse effect on the market value of our common stock and other adverse effects on us and our business.

In addition to the factors previously discussed, acquisitions involve numerous risks, any of which could harm our business, including the following:

Acquisitions also frequently result in the recording of goodwill and other intangible assets which are subject to potential impairments in the future that could harm our financial results. In addition, if we finance acquisitions by issuing equity, or securities convertible into equity, our existing stockholders could be diluted, which could lower the market price of our common stock. If we finance acquisitions through debt, the debt financing may contain covenants or other provisions that limit our operational or financial flexibility. As a result, if we fail to evaluate acquisitions or investments properly, we may not achieve the anticipated benefits of any such acquisitions, and we may incur costs in excess of what we anticipate. The failure to evaluate and execute acquisitions or investments successfully or otherwise adequately address these risks could materially harm our business, financial condition, results of operations and cash flows.

We may acquire companies subject to known and unknown liabilities, such as liabilities to the government, third-party creditors, vendors or other persons, liabilities for clean-up of undisclosed environmental contamination, liabilities incurred in the ordinary course of business and claims for indemnification by parties entitled to be indemnified by the acquired company. Although our acquisition agreements, including the agreements for the Pending Acquisitions, generally include indemnity provisions from the sellers for known and unknown liabilities, we could incur losses if a liability exceeds the dollar amount of the indemnity available or if we could not collect all or some portion of the indemnity from the seller. As a result, if a liability were asserted against us based upon our ownership of a recently-acquired company, we might have to pay substantial sums to settle any such claim, which could harm our business, financial condition, results of operations and cash flows.

Our headcount and operations have grown rapidly both from organic growth and acquisitions. In connection with the Pending Acquisitions, they will continue to grow at an even greater pace. This rapid growth has placed, and we expect will continue to place, a significant strain on our management and our administrative, operational and financial infrastructure. We anticipate further growth of headcount, and facilities will be required to address increases in our product offerings and the geographic scope of our customer base. Our success will depend in part upon the ability of our senior management to manage this growth effectively. To do so, we must continue to hire, manage, integrate and retain a significant number of qualified managers and engineers. If our new employees perform poorly, or if we are unsuccessful in hiring, managing, integrating and retaining new employees or retaining valued existing employees, then our business may suffer.

For us to continue our growth, we must continue to improve our operational, financial and management information systems. If we are unable to manage our growth while maintaining our quality of service, or if new systems that we implement to assist in managing our growth do not produce the expected benefits, then our business, financial condition, results of operations and cash flows could be adversely affected.

We sustained net losses of $1.8 million and $1.4 million for the years ended December 31, 2006 and December 31, 2007, respectively, and a net loss of $1.0 million for the six months ended June 30, 2008. On a

We derived approximately 73% of our pro forma combined revenues for both the year ended December 31, 2007 and the six months ended June 30, 2008 from sales by our international operations. In addition to those described elsewhere in these risk factors, these operations will subject us to a number of risks, including the following:

Problems or negative developments in any of these areas could adversely impact our business, financial condition or results of operations. Furthermore, the integration of our non-U.S. businesses may require additional licenses or approvals from the U.S. government or other non-U.S. jurisdictions, which could result in delays or constraints on our integration plans.

We derived approximately 78% and 82%, respectively, of our pro forma combined revenues for the year ended December 31, 2007 and the six months ended June 30, 2008 from sales to non-U.S. customers. Our international sales are subject to a number of risks, including the following:

Our failure to comply with laws and regulations applicable to our international sales could subject us to fines, penalties and other legal consequences that could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Upon completion of the Pending Acquisitions, we will have significant revenues, expenses, assets and liabilities in countries denominated in currencies other than the U.S. dollar. Approximately 49% and 51%, respectively, of our pro forma combined revenues for the year ended December 31, 2007 and the six months ended June 30, 2008 were denominated in euros. An additional 13% and 14% respectively, of pro forma combined revenues for those periods were denominated in the Mexican peso. Because our consolidated financial statements are presented in U.S. dollars, we must translate revenues, income and expenses, as well as assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period. Therefore, increases or decreases in the value of the U.S. dollar against these other currencies will affect our net operating revenues, our operating income and the value of balance sheet items denominated in foreign currencies, even if those values have not changed in the original currencies. In the past, only Isoclima has used currency hedges. In the future we may implement additional currency hedges intended to reduce our exposure to changes in foreign currency exchange rates; however, our hedging strategies may not be successful. As a result, fluctuations in foreign currency exchange rates, particularly significant strengthening of the U.S. dollar against the euro, could materially and adversely affect our business, financial condition, results of operations and cash flows.

Aggregate revenues from the U.S. Marine Corps and Mercedes-Benz, our two largest customers, represented approximately 12% and 15% of pro forma combined revenues for the year ended December 31, 2007 and the six months ended June 30, 2008. In the future, we may enter into one or more contracts that will constitute a significant portion of our revenue during the period of contract performance. Our success will depend on our continued ability to develop and manage relationships with significant customers. We cannot be sure that we will be able to retain our largest customers, that we will be able to attract additional customers or that our customers will continue to buy our products and services in the same volume as in prior years. The loss of one or more of our largest customers, any reduction or delay in sales to these customers or our inability to successfully develop relationships with additional customers could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Cost-cutting initiatives adopted by some of our Advanced Transparent and Mobile Systems customers may result in downward pressure on pricing. Vehicle manufacturers historically have had significant leverage over their outside suppliers because the automotive component supply industry is fragmented and serves a limited number of automotive vehicle manufacturers. Bentley, BMW, Fiat and Mercedes-Benz accounted for approximately 10% and 19%, respectively, of our pro forma combined revenues for the year ended December 31, 2007 and the six months ended June 30, 2008. We have experienced pricing pressure on certain non-armored glass sales to these and other vehicle manufacturers. It is possible that pricing pressures could

Furthermore, in most instances our vehicle manufacturer customers are not required to purchase any minimum amount of products from us. The contracts we have entered into with most of our customers provide for supplying glass for a particular vehicle model, rather than for manufacturing a specific quantity of products. Such contracts range from one year to the life of the model (usually three to seven years), typically are non-exclusive or permit the vehicle manufacturer to re-source if we do not remain competitive and do not require the purchase by the customer of any minimum amount of glass from us.

Our Advanced Transparent and Mobile Systems business is directly impacted by the level of automotive sales and automotive vehicle production by our customers. Approximately $55.9 million and $32.0 million, or 31% for both periods, of our pro forma combined revenues for the year ended December 31, 2007 and the six months ended June 30, 2008 were attributable to transparent armor and other specialized enhancements to automobiles. Automotive sales and production are highly cyclical and depend on general economic conditions and other factors, including consumer spending and preferences. For example, we understand that Bentley has reduced production and has experienced reduced sales in 2008. This did not have a material effect on our revenues for the six months ended June 30, 2008, but we expect future orders for non-armored glass to be lower in the remainder of 2008 and 2009. Our sales also are affected by vehicle manufacturers’ inventory levels. This cyclical nature for products in automobile sales, among other things, may result in variability in our sales, which may adversely affect our quarterly results of operations and the market price of our common stock.

Our operations require the use of various raw materials and other components. Historically, we have attempted to manage the cost of these items by passing on any increases to our customers. However, we have not always been successful in these efforts. Moreover, in the future, we may not have access to the same sources of raw materials as we currently do, which could impact their cost. For example, our Lipik Glas subsidiary manufactures some of our transparent armor, impact-resistant glass and other specialized glass using a low-iron content quartz sand that is primarily available in the Balkan region of Europe. We currently obtain quartz sand from sources in the Czech Republic that we believe are reliable and cost-effective. If supplies of raw materials are interrupted, we may not be able to deliver our glass products to our customers on a timely or cost-effective basis and we may be required to acquire these raw materials from other sources that may not be as cost-effective. These and similar events affecting our raw materials and other components could increase our costs and seriously harm our business, financial condition, results of operations and cash flows.

The market for our products and services is rapidly evolving and highly competitive. We compete for customers, contracts and key personnel with organizations varying in size, including large, well established multinational corporations, as well as small, start-up companies. We believe that our principal competitors are as follows:

Some of our competitors have substantially greater financial, management, research and marketing resources than we do and may be able to utilize their greater resources to develop competing products and technologies. If these competing products or technologies provide the same or superior benefits as our products at equal or lesser cost, they could render our products obsolete or unmarketable. Because some of our products can have long development cycles, we must anticipate changes in the marketplace and the direction of technological innovation and customer demands. Our competitors may have better access to potential customers than we do and may be able to divert sales away from us by winning broader contracts. In order to secure contracts successfully when competing with larger, well-financed companies, we may be forced to agree to contractual terms that provide for lower aggregate payments to us over the life of the contract, which could adversely affect our margins. In addition, larger diversified competitors serving as prime contractors may be able to supply underlying products and services from affiliated entities, which would prevent us from competing for subcontracting opportunities on these contracts.

We are also at a disadvantage when bidding for contracts put up for re-competition for which we are not the incumbent provider, because incumbent providers are frequently able to capitalize on customer relationships, technical knowledge and pricing experience gained from their prior service. In addition, we must compete to attract the skilled and experienced personnel integral to our continued operation. Our larger competitors may be able to hire away our employees by offering more lucrative compensation packages. Our failure to compete effectively with respect to any of these or other factors could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We rely on a small number of suppliers for critical components in the production of certain of our products. In particular, in our Sensor Systems Division, we rely on two main suppliers, ITT Corporation and L-3 Electro-Optics Systems, a business division of L-3 Communications, for the production of the image intensifier tubes we utilize in our night vision goggles and other night vision devices. Each of these companies produces a wide variety of night vision devices, including goggles and weapons sights, and is a competitor of ours. We do not currently have long-term agreements with these suppliers, and either could discontinue supplying components to us at any time for competitive or other reasons. In addition, because these and other potential suppliers also use these tubes in night vision goggles that they manufacture and sell, we have in the

Our reliance on these suppliers involves significant risks and uncertainties, including whether they will provide the required components in sufficient quantities, of desirable quality, at acceptable prices and on a timely basis. If for any reason we are unable to obtain components from third-party suppliers in the quantities and of the quality that we require, on a timely basis and at acceptable prices, we may not be able to deliver our products on a timely or cost-effective basis to our customers, which could cause customers to terminate their contracts with us, increase our costs and seriously harm our business, financial condition, results of operations and cash flows. If we have to find new suppliers, it may take several months to do so or require us to redesign our products to accommodate components from different suppliers. As a result, we could experience significant delays in manufacturing and shipping our products to customers and incur additional development, manufacturing and other costs. We cannot predict if we will be able to obtain replacement components within the time frames that we require at an affordable cost, if at all.

Our success depends in large part on our ability to recruit and retain the highly skilled personnel necessary to serve our customers effectively. Competition for scientists, engineers, technicians and professional personnel, including employees with sophisticated electrical, optical, manufacturing and mechanical engineering expertise and qualified personnel with extensive military and law enforcement training and backgrounds, is intense and competitors aggressively recruit key employees. We also require employees with security clearances for classified work. These employees are in great demand and are likely to remain a limited resource in the foreseeable future. If we are unable to recruit and retain a sufficient number of these and other employees, our ability to maintain our competitiveness and grow our business could be negatively affected. Moreover, some of our U.S. government contracts contain provisions requiring us to staff the contracts with personnel with specific skill sets that the customer considers key to our successful performance. In the event we are unable to provide these key personnel or acceptable substitutes, the customer may terminate the contract and our business, financial condition, results of operations and cash flows could be materially adversely effected.

Relationships with our employees in the Italian-based operations of our Advanced Transparent and Mobile Systems division are governed by a national collective labor agreement, and some employees are members of the Italian General Confederation and the Italian Confederation of Trade Unions. Substantially all of our Croatian production employees are members of the Autonomous Trade Union of Energy, Chemical and Non-Metal Workers of Croatia. In Mexico, many of the employees of TPS are represented by the Sindicato Industrial de Trabajadores. We cannot guarantee that we will not be subject to strikes, work stoppages, work slowdowns, grievances, complaints, claims of unfair labor practices, other collective bargaining disputes or anti-union behavior in the future. Some of these activities could cause production delays and negatively affect our ability to deliver our production commitments to customers. Others could adversely affect our reputation. Any significant labor difficulties could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our products and services are intended to enhance the safety and security of our customers in the face of rapidly evolving threats and, thus, must continue to evolve in step with those threats as they become increasingly sophisticated. Our future success will depend on our ability to develop and introduce a variety of new capabilities and enhancements to our existing products and services, as well as to introduce a variety of new product and service offerings that address the changing needs of the markets we serve. An inability to improve existing products and services, and to develop new product technologies and training processes, could make our products and services less competitive or obsolete, either generally or for particular applications, resulting in a material adverse effect on our business. We must be able to devote adequate resources to the development and introduction of new and enhanced products and services that meet customer requirements on a timely basis, to choose correctly among technical alternatives and to price our offerings competitively. If we are unable to do any of these things, our business, financial condition, results of operations and cash flows could be materially adversely affected.

We currently have an exclusive worldwide license of a patent that is integral to the manufacture of the low profile night vision goggles (LPNVGs) sold by our Sensor Systems division. Sales of these goggles contributed approximately $16.7 million and $9.1 million, or 45% and 41%, respectively, of the Sensor Systems division’s pro forma combined revenues for the year ended December 31, 2007 and the six months ended June 30, 2008, and 9.3% and 8.9% of our pro forma combined revenues for the same periods. If one or more competitors were to enter the market when the patent on the LPNVGs expires in 2009 and we were unable to maintain our market share for LPNVGs, our business, financial condition, results of operations and cash flows could be materially adversely affected.

Our success depends, in large part, on our ability, and the ability of third-parties from whom we license our intellectual property, to protect our intellectual property and other proprietary rights, especially with respect to that of our Sensor Systems and Advanced Transparent and Mobile Systems divisions. However, a significant portion of our technology is not patented, and we may be unable or may not seek to obtain patent protection for this technology. Additionally, patents we own or license will expire. As noted above, we have an exclusive worldwide license for a patent that is integral to the manufacture of our LPNVGs, which expires in early January 2009. Moreover, existing U.S. legal standards offer only limited protection of intellectual property rights, may not provide us with any competitive advantage, and may be challenged by third parties. Furthermore, despite our efforts, we may be unable to detect unauthorized use of our intellectual property and prevent third parties from infringing upon or misappropriating our intellectual property or otherwise gaining access to our technology. Unauthorized third parties may try to copy or reverse engineer our products, without infringing any patents that we own or have rights to.

In addition to patents, we rely on trademarks, copyrights, trade secrets and unfair competition laws, as well as license agreements, confidentiality agreements and other contractual provisions, to protect our intellectual property and other proprietary rights. Many of our employees have access to our trade secrets and other intellectual property. We generally require our U.S.-based employees, consultants and advisors to execute confidentiality agreements with us and to disclose and assign to us all inventions conceived during the term of their employment or engagement while using our property or which relate to our business. We intend to

The laws of countries other than the U.S. may be even less protective of intellectual property rights than those in the U.S. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property or otherwise gaining access to our technology. Many countries, including certain countries in Europe, have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In addition, many countries limit the enforceability of patents against third parties, including government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of the patent.

In some cases, the U.S. government retains certain rights in intellectual property that we have developed using government research and development funds. Some of our U.S. government contracts permit us to retain ownership of the technology developed under the contracts, so long as we timely report the inventions and provide the applicable government agency a license to use the inventions for non-commercial purposes. The government also may exercise “march in” rights if we fail to continue developing the technology, under which the government may exercise a non-exclusive, royalty-free, irrevocable, worldwide license to any technology developed under contracts it has funded.

We may become subject to claims that our products or services infringe upon the intellectual property or other contractual or proprietary rights of third parties. Any such claims, with or without merit, could be time-consuming and expensive to defend and could divert our management’s attention away from the execution of our business plan. Some of our competitors may be able to sustain the costs of complex patent or intellectual property litigation more effectively than we can because they have substantially greater resources. We cannot be certain that we will successfully defend against allegations of infringement of third-party intellectual property rights. Moreover, any adverse judgment or settlement resulting from these claims could require us to pay substantial amounts in damages for infringement or substantial amounts to license continued use of the disputed technology or intellectual property, or could prohibit our use of the technology or intellectual property altogether. We cannot assure you that we would be able to obtain a license from the third party asserting the claim on commercially reasonable terms, if at all, that we would be able to develop alternative technology or intellectual property on a timely basis, if at all, or that we would be able to obtain a license to use a suitable alternative technology or intellectual property to permit us to continue offering, and our customers to continue using, our affected products or services. If we were unable to sell a product at competitive prices or at all, our business, financial condition, results of operations and cash flows could be materially adversely affected.

Revenues from contracts and subcontracts with the U.S. government and its agencies represented approximately 18% and 15%, respectively, of our pro forma combined revenues for the year ended December 31, 2007 and the six months ended June 30, 2008. The Department of Defense accounted for approximately 12% and 10%, respectively, of these pro forma combined revenues. We expect that

Other factors that could impact U.S. government spending and reduce our federal government contracting business include:

The current high levels of operational activity in Afghanistan and Iraq have led to an increase in demand for the specialized products and services of our Sensor Systems and Training and Services divisions. We cannot predict whether the current nature and magnitude of operations in Afghanistan and Iraq will afford new opportunities for these products and services in terms of existing, additional or replacement programs. Furthermore, we cannot predict whether or to what extent the current operational levels in Afghanistan or Iraq will continue. If operations in Afghanistan and Iraq cease or slow down and other opportunities for the sale of our products and services do not materialize, our business, financial condition, results of operations and cash flows could be materially adversely affected.

Some of our Sensor Systems division and Training and Services division contracts with the Department of Defense and other government agencies are classified and have strict security clearance requirements for the personnel who work on them. We must comply with these requirements and with various other executive orders, federal laws and regulations and customer security requirements, which may include restrictions on how we develop, store, protect and share information. Obtaining and maintaining security clearances for employees involves a lengthy process, and it is difficult to identify, recruit and retain employees who already hold security clearances. If our employees are unable to obtain security clearances in a timely manner, or at

We are subject to and must comply with various governmental regulations that impact, among other things, our revenue, operating costs, profit margins and the internal organization and operation of our business. The most significant regulations and regulatory authorities affecting our U.S. government business include:

In addition, we are subject to certain regulations of comparable government agencies in other countries, and our failure to comply with these non-U.S. regulations also could have a material adverse effect our business, financial condition, results of operations and cash flows.

Our contracts with the U.S. government typically contain provisions and are subject to laws and regulations that provide the government with rights and remedies not generally found in ordinary commercial contracts. For example, under the terms of our contracts, the U.S. government may unilaterally:

U.S. government agencies, primarily the Defense Contract Audit Agency and the Defense Contract Management Agency, routinely audit and investigate government contractors. These agencies review a contractor’s performance under its contracts, cost structure and compliance with applicable laws, regulations and standards. They also may review the adequacy of, and a contractor’s compliance with, its internal control systems and policies, including the contractor’s purchasing, estimating, compensation and management information systems. Any costs found to be improperly allocated to a specific contract will not be reimbursed, and such costs already reimbursed must be refunded. If an audit of our business were to uncover improper or illegal activities, we could be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines and suspension or prohibition from doing business with the U.S. government. We also could suffer serious harm to our reputation if allegations of impropriety or illegal acts were made against us, even if the allegations were inaccurate. If any of the foregoing were to occur, our business, financial condition, results of operations and cash flows could be materially adversely affected.

In the past, some of our subsidiaries have been eligible or may in the future be eligible to bid on certain government procurement contracts restricted by the U.S. government to small businesses under the Small Business Administration set-aside program. “Small business” status is measured on a procurement-by-procurement basis, and depends on the number of employees and/or the annual revenue of a company. As a result of growth or other factors, our subsidiaries that may in the past have qualified as, or may in the future qualify as, small businesses could lose such status, and as a result could lose certain advantages or incur additional charges and costs related to disclosure, accounting and reporting requirements applicable to a government contractor not qualified as a small business.

It is possible that we may not generate sufficient cash flow from operations or otherwise have the capital resources to meet our future capital needs. If this occurs, then we may need additional financing to pursue our business strategies, including to:

We cannot assure you that additional financing will be available on terms favorable to us, or at all. In addition, our new $80 million credit facility will contain financial and other covenants, including coverage ratios and other limitations on our ability to incur indebtedness, sell all or substantially all of our assets and

In addition, certain of our customers require that we obtain letters of credit to support our obligations under some of our contracts. Our new credit facility will have a limit on outstanding letters of credit of $10 million that, to the extent utilized, will limit the amount that we may borrow under the revolver portion of the credit facility. Continued access to letters of credit may be important to our ability to retain current contracts and win contracts in the future. If adequate funds are not available or are not available on acceptable terms, if and when needed, then our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our products, or otherwise respond to competitive pressures would be significantly limited.

We believe that our success depends in part on the continued contributions of our current senior management and key employees, on whom we rely to generate business and execute programs successfully. In addition, the relationships and reputation that these persons have established and maintain with government defense personnel contribute to our ability to maintain good customer relations and to identify new business opportunities. Our future success will depend in part on our ability to retain our senior management and key employees and to identify, hire and retain additional qualified personnel with expertise in key areas. Each member of our senior management and each of our key employees may terminate his or her employment at will at any time. The loss of any of our senior management team or key employees could significantly delay or prevent the achievement of our business objectives, materially harm our business and customer relationships and impair our ability to identify and secure new contracts and otherwise manage our business. We do not maintain, and do not currently intend to obtain, key employee life insurance on any of our personnel.

Some provisions of our Articles of Incorporation and Code of Regulations, as well as Ohio law, may have the effect of delaying or preventing a change in control. These provisions may make it more difficult for other persons, without the approval of our board of directors, to make a tender offer for our common stock or to launch other takeover attempts that shareholders might consider to be in their best interest. These provisions could limit the price that some investors might be willing to pay in the future for shares of our common stock. See “Description of Capital Stock — Anti-takeover Effects of Certain Provisions of Our Amended and Restated Articles of Incorporation and Code of Regulations and of the Ohio General Corporation Law.”

Upon completion of this offering, our directors, executive officers and their affiliates will collectively beneficially own      shares, or      %, of our total outstanding shares of common stock, assuming no exercise of outstanding stock options held by them and no exercise of the underwriters’ over-allotment option. If all currently outstanding stock options held by our directors, executive officers and employees were exercised, this percentage would increase to     % of our outstanding shares of common stock. The managers of the companies acquired in the Pending Acquisitions will beneficially own an additional           shares, or      % of our total outstanding shares of common stock, assuming no exercise of the underwriters’ over-

Under Section 404 of the Sarbanes-Oxley Act, beginning with our first annual report on Form 10-K, our management will be required to deliver an annual report that attests to the effectiveness of our internal control over financial reporting. Beginning with our second Form 10-K, our independent registered public accounting firm will be required to deliver an opinion on the effectiveness of internal control.

We will be required to devote significant resources to complete the assessment and documentation of our internal control system and financial processes, including an assessment of the design of our information systems. This process may be more difficult and costly given the increased complexity and expanded geography added by Isoclima, TPS and OmniTech. We also may incur significant costs to remediate any control deficiencies we identify through these efforts. We cannot assure you that we will be able to complete the required management assessment by our Section 404 reporting deadline. An inability to complete and document this assessment would cause our auditors to conclude that our internal control over financial reporting is or was not effective. In addition, if a material weakness is identified with respect to our internal control over financial reporting, then neither we nor our auditors would be able to conclude that our internal control over financial reporting was effective. Ineffective internal control over financial reporting could cause investors to lose confidence in our reported financial information, which could cause the price of our common stock to drop significantly. Any weakness or deficiencies identified in our internal controls also could make it more difficult for us to obtain certain types of insurance, including director and officer liability insurance, and we might be forced to accept reduced policy limits and coverage and/or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, on committees of our board of directors, or as executive officers.

We do not expect to pay cash dividends on our common stock, including the common stock issued in this offering. Any future dividend payments are within the absolute discretion of our board of directors and will depend on, among other things, our financial condition, results of operations, contractual restrictions, working capital requirements, business opportunities, anticipated cash needs and other factors that our board of directors may deem relevant.

Prior to this offering, there has been no public market for our common stock, and there can be no assurance that an active trading market will develop and be sustained after this offering. If an active sustained trading market does not develop, it would affect your ability to sell your common stock and depress the market price of your common stock. In addition, the initial offering price will be determined through

Our quarterly revenue, cash flow and operating results have fluctuated, and may continue to fluctuate significantly in the future, due to a number of factors, including the following:

The equity markets, including The NASDAQ Global Market where we anticipate listing our common stock, have experienced extreme price and volume fluctuations in recent years that often may have been unrelated or disproportionate to the operating performance of listed companies. As a result, the market price of our common stock may be similarly volatile to the extent such fluctuation continues, and you could experience a decrease in the value of your shares unrelated to our operating performance or prospects.

The price of our common stock also could be subject to wide fluctuations in response to all of the factors described above and a number of other factors, such as:

After completion of this offering and the Pending Acquisitions, we will have      shares of common stock outstanding. The      shares sold in this offering, or      shares if the underwriters’ over-allotment is exercised in full, will be freely tradable without restriction or further registration under federal securities laws, unless purchased by our “affiliates” as such term is used in Rule 144 of the Securities Act of 1933 (the Securities Act) or by any person who is subject to a lock-up agreement.

All of our directors and executive officers and the holders of substantially all of our shares of common stock and options to purchase common stock are subject to lock-up agreements. We are in the process of obtaining, and do not intend to proceed with this offering unless we have obtained, lock-up agreements from all persons who will receive shares of our common stock upon completion of the Pending Acquisitions. The lock-up agreements generally prohibit the sale or other disposition of their shares for 365 days, in the case of our three founders, and for 180 days, in the case of all others, after the date of this prospectus. After the 180-day lock-up agreements expire, approximately      shares of our common stock will be eligible for sale in the public market. Of these,      are held by our directors, executive officers and other affiliates and may only be sold in accordance with the volume limitations of Rule 144. When the 365-day lock-up agreements expire, the      shares held by our founders will become eligible for sale, subject to the volume limitations of Rule 144.

The above information assumes the effectiveness of the lock-up agreements. Morgan Keegan & Company, Inc., on behalf of the underwriters, may, in its sole discretion and at any time without notice, release all or any portion of the securities subject to lock-up agreements. In considering any request to release shares subject to a lock-up agreement, Morgan Keegan will consider the facts and circumstances relating to a request at the time of that request.

In addition, as soon as practicable after the completion of this offering, we intend to register under the Securities Act a total of 61,570 shares that are covered by outstanding options (55,445 shares) or remain available for issuance (6,125 shares) under our 2004 and 2005 Option Plans and      shares reserved under our 2008 Incentive Plan. No awards are outstanding under the 2008 Incentive Plan. Of the 55,445 shares covered by options outstanding under the 2004 and 2005 Option Plans, most may be exercised immediately. Options for 11,975 shares are held by persons not subject to the lock-up agreements. Shares issued upon exercise of these options will become freely tradable on the effective date of the registration statement for the 2004 and 2005 Option Plans. Of the remaining options, 13,470 are covered by 180-day lock-up agreements and 30,000 are covered by 365-day lock-up agreements. Shares issued upon the exercise of these options will be freely tradable when the lock-up agreements expire, subject to compliance with certain restrictions on sales by our affiliates.

If our existing shareholders and option holders sell substantial amounts of common stock in the public market, or if the market perceives that these sales may occur, then the market price of our common stock may decline, including below the initial public offering price. See “Shares Eligible for Future Sale.”

The initial public offering price of our common stock is substantially higher than the pro forma net tangible book value per share of our outstanding common stock immediately after this offering. If you purchase our common stock in this offering, you will incur immediate dilution of approximately $      in the book value per share based on the mid-point of the range on the cover page of this prospectus. This means that investors who purchase common stock in this offering:

The trading market for our common stock may be affected in part by the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts. If one or more of the analysts who elects to cover us downgrades our stock, our stock price would likely decline rapidly. If one or more of these analysts ceases coverage of our company, we could lose visibility in the market, which in turn could cause our stock price to decline.

Some of the statements under the sections of this prospectus entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” and elsewhere in this prospectus contain forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain.

You should refer to the section of this prospectus entitled “Risk Factors” for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these, as well as other factors not presently known to us or that we currently consider immaterial, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We do not undertake to update any of the forward-looking statements after the date of this prospectus, except to the extent required by applicable securities laws.

We estimate that our net proceeds from the sale of      shares of common stock being offered hereby, after deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $      million (or $      if the underwriters exercise the over-allotment option), based on an offering price of $      per share, which is the mid-point of the estimated offering price range set forth on the cover page of this prospectus.

We intend to use all of the net proceeds from this offering and approximately $54.8 million in borrowings under our new credit facility to fund the approximately $149.9 million aggregate cash portion of the purchase price required for the Pending Acquisitions, to refinance all outstanding indebtedness under our existing credit facility, which was approximately $4.9 million as of June 30, 2008, to refinance approximately $32.5 million of the debt assumed in the Pending Acquisitions and to pay $2.0 million in bonuses to two of our founders that become payable on completion of the offering.

We intend to use the proceeds sold pursuant to the underwriters’ over-allotment option to reduce amounts outstanding under our new credit facility which will then be available for working capital and general corporate purposes.

We have not declared or paid any cash dividends in the past, and currently do not anticipate declaring or paying any cash dividends in the future, on the common stock of The O’Gara Group, Inc. Any future determination as to the declaration and payment of dividends will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, results of operations, contractual restrictions, working capital requirements, business opportunities, anticipated cash needs and other factors our board of directors may deem relevant. Additionally, our new credit facility will limit our ability to pay cash dividends on our common stock.

The following table sets forth our capitalization as of June 30, 2008:

You should read the information in this table together with our financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this prospectus.

If you invest in our common stock in this offering, your ownership interest will be diluted to the extent of the difference between the initial public offering price per share and the pro forma net tangible book value per share of our common stock after this offering. Net tangible book value per share is determined by dividing the number of outstanding shares of our common stock into our total tangible assets (total assets less intangible assets) less total liabilities and outstanding preferred stock. The pro forma net tangible book value of our common stock as of June 30, 2008 was approximately $      million, or approximately $      per share, based on the number of shares outstanding as of June 30, 2008, after giving effect to the conversion of all outstanding shares of our preferred stock into           shares of common stock, our     -for-one stock split and the issuance of           shares of common stock in payment of all accrued dividends on our preferred stock.

Investors participating in this offering will incur immediate, substantial dilution in net tangible book value per share. After giving effect to the sale of common stock offered in this offering at an assumed initial public offering price of $      per share, the mid-point of the estimated offering price range set forth on the cover page of this prospectus and the issuance of approximately           shares for the stock portion of the consideration for the Pending Acquisitions and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2008 would have been approximately $      million, or approximately $      per share of common stock. This represents an immediate increase in pro forma as adjusted net tangible book value of $      per share to existing stockholders, and an immediate dilution of $      per share to investors participating in this offering. The following table illustrates this per share dilution:

If the underwriters exercise their over-allotment option in full, the pro forma as adjusted net tangible book value per share after the offering would be $      per share, the increase in the pro forma net tangible book value per share to existing stockholders would be $      per share and the pro forma dilution to new investors purchasing common stock in this offering would be $      per share.

The following table summarizes, on a pro forma basis as of June 30, 2008, the number of shares of common stock purchased from us and the total consideration and the average price per share paid by existing shareholders, investors receiving shares at the initial public offering price of $      per share in connection with the Pending Acquisitions and investors participating in this offering at the initial public offering price of $      per share, before deducting underwriting discounts and commissions and estimated offering expenses:

The number of shares of common stock outstanding in the table above is based on the pro forma number of shares outstanding as of June 30, 2008 and assumes no exercise of the underwriters’ over-allotment option.

The above discussion and table also assumes no exercise of any outstanding stock options. As of June 30, 2008, there were 55,445 shares of our common stock issuable upon the exercise of outstanding stock options under our 2004 and 2005 Option Plans, having a weighted average exercise price of $51.32 per share. Assuming the exercise of all these options, the information presented in the table above would be as follows:

Effective upon the closing of this offering, an aggregate of      shares of our common stock will be reserved for future issuance under our 2004 and 2005 Option Plans and the 2008 Incentive Plan. To the extent that any of these shares are issued or that we issue additional shares of common stock in the future, there will be further dilution to investors participating in this offering.

The following unaudited pro forma condensed combined statements of operations for the year ended December 31, 2007 and the six months ended June 30, 2008 of The O’Gara Group, Inc. and our subsidiaries give effect to the closing of this offering, the Pending Acquisitions and our new credit facility, as described in the notes to these financial statements, as if the transactions had occurred on January 1, 2007. The following unaudited pro forma condensed combined balance sheet at June 30, 2008 gives effect to these events as if the transactions had occurred on June 30, 2008.

The assumptions used and pro forma adjustments derived from such assumptions are based on currently available information and we believe such assumptions are reasonable under the circumstances.

The following unaudited pro forma condensed combined financial statements and other data should be read in conjunction with the historical consolidated or combined financial statements of The O’Gara Group, Isoclima, OmniTech and TPS Armoring and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of The O’Gara Group, Inc. included elsewhere in this document. 3S refers to Security Support Solutions Limited, a wholly-owned subsidiary of The O’Gara Group, Inc. acquired in June 2007.

These unaudited pro forma condensed combined financial statements and other data are not necessarily indicative of our future results of operations or financial condition.