Washington, D.C.  20549

                                    FORM 8-K

                                 CURRENT REPORT

Pursuant  to  section  13  or  15(d)  of  the  Securities  Exchange  Act of 1934

                       Date of Report:  September 29, 2004
                        (Date of earliest event reported)

                             FORCE PROTECTION, INC.
             (Exact name of Registrant as specified in its charter)

      Colorado                      000-22273               84-1383888
------------------------      -----------------------      ---------------
(State or other jurisdiction (Commission  File  Number)   (IRS Employer  of
    incorporation)                                      Identification  No.)

                    9801  Highway  78,  #3,  Ladson,  SC
                (Address  of  principal  executive  offices)

                                (Zip    Code)

                                 (843) 740-7015
                         (Registrant's telephone number)

Check  the  appropriate  box  below  if  the  Form  8-K  filing  is  intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following  provisions  (see  General  Instruction  A.2.  below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act  (17  CFR  240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act  (17  CFR  240.13e-4(c))

Item  8.01  Other  Events.

Our  Chief  Executive  Officer  and Director, Michael Watts, was indicted in the
United  States  District Court for the Northern District of California, San Jose
Division  on  September 29, 2004.  The indictment alleges that Michael Watts and
his  wife, Jan Watts, understated their taxable income for 1997 by approximately
$2,000,054  and  that  their  tax due and owing for that year was understated by
approximately  $782,624.  The  indictment  also  alleges  that  they established
offshore corporations for the purpose of concealing income derived from the sale
of  stock  options;  transferred  stock  options  offshore for the same purpose,
maintained  offshore  bank accounts for the purpose of concealing income derived
from  the  sale  of  stock  options  and  hired a third party to falsely pose as
president  of  a  separate company in order to claim a purported debt owed for a
software  purchase.

The  Board  of  Directors  has  discussed  this  matter  at length, and with the
information  currently  available, has determined that the events giving rise to
the  indictment  occurred  several years prior to Mr. Watts' employment with the
Company and do not relate  to the current operation of the Company.  The Board
will  continue  to  investigate  the impact of this event on the Company and its
shareholders and plan accordingly while recognizing that the indictment contains
only  allegations  and  Mr.  Watts  must  be  presumed innocent unless and until

This  Report  on  Form  8-K contains forward-looking statements regarding future
board  and  company  actions.  Our actual future actions could differ materially
from  those  anticipated  in  the  forward-looking  statements  for many reasons
including  the interim and final results of the indictment; Mr. Watts' continued
employment  with  the company; our ability to continue to implement our business
plan and other factors discussed in our reports filed with the SEC.  Although we
believe  the  expectations  expressed  in  the  forward-looking  statements  are
reasonable,  they  relate  only to events as of the date on which the statements
are  made, and our future results and actions, levels of activity or performance
may  not  meet  these  expectations.  We  do  not  intend  to  update any of the
forward-looking  statements  after  the  date  of this document to conform these
statements  to  actual  results  or  to  changes  in our expectations, except as
required  by  law.


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  Registrant  has  duly  caused this report to be signed on its behalf by the
undersigned  hereunto  duly  authorized.

Force  Protection,  Inc.

Date:  October  21,  2004                   By:     /s/  Scott  Ervin
                                              R.  Scott  Ervin
                                              Chairman  of  the  Board