Exhibit 3.2

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                          AMERICAN BANKNOTE CORPORATION


               1. The name of the corporation is American Banknote Corporation.

               2. The original Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware on June 29, 1993.

               3. The original Certificate of Incorporation was amended on June
6, 1995 to change the name of the Corporation from United States Banknote
Corporation to American Banknote Corporation, effective as of July 1, 1995.

               4. This Restated Certificate of Incorporation, which amends and
restates the Certificate of Incorporation, as amended, is being filed in
connection with the Corporation's reorganization plan, dated December 8, 1999,
as amended on September 12, 2000 (as such plan may be amended, supplemented, or
modified from time to time (the "Reorganization Plan"), and was duly adopted in
accordance with the provisions of sections 242, 245, and 303 of the General
Corporation Law of the State of Delaware ("Delaware Corporation Law"). The
Reorganization Plan was confirmed on ___, 2000, by the United States Bankruptcy
Court for the Southern District of New York.

               5. The Restated Certificate of Incorporation of the corporation
is hereby amended and restated so as to read in its entirety as follows:

          FIRST: The name of the corporation is American Banknote Corporation
(hereinafter, the "Corporation").

          SECOND: The address, including street, number, city, and county, of
the registered office of the Corporation in the State of Delaware is Corporation
Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, County of New
Castle; and the name of the registered agent of the Corporation in the State of
Delaware at such address is The Corporation Trust Company.

          THIRD: The nature of the business and of the purposes to be conducted
and promoted by the Corporation are to conduct any lawful business, to promote
any lawful purpose, and to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.

          FOURTH: The Corporation shall have the authority to issue the
following classes of stock:

          (1) a total of twenty million (20,000,000) shares of common stock
     ("Common Stock"), each of such shares of Common Stock with a par value of
     one cent ($.01); and

          (2) a total of two million (2,000,000) shares of series preferred
     stock ("Series Preferred Stock"), each of such shares of Series Preferred
     Stock with a par value of one cent ($.01) to be issued (a) in such series
     and with such designations, powers, preferences, rights, voting rights and
     such qualifications, limitations or restrictions thereof as the Board of
     Directors shall fix by resolution or resolutions which are permitted by
     Section 151 of the Delaware General Corporation Law for any such series of
     Series Preferred Stock, and (b) in such number of shares in each series as
     the Board of Directors shall, by resolution, fix; provided that the
     aggregate number of all shares of Series Preferred Stock issued does not
     exceed the number of shares of Series Preferred Stock authorized hereby.

          FIFTH: The holders of shares of Common Stock shall be entitled to one
(1) vote per share on all issues submitted to stockholders entitled to vote
thereon. The Corporation shall not issue any nonvoting equity securities to the
extent prohibited by section 1123 of title 11 of the United States Code (the
"Bankruptcy Code") as in effect on the effective date of the Reorganization
Plan; PROVIDED, HOWEVER, that this article 5 (a) will have no further force and
effect beyond that required under section 1123 of the Bankruptcy Code, (b) will
have such force and effect, if any, only for so long as such section of the
Bankruptcy Code is in effect and applicable to the Corporation, and (c) in all
events may be amended or eliminated in accordance with such applicable law as
from time to time may be in effect.

          SIXTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders, of this Corporation, as the case may
be, to be summoned in such manner as such court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders, or this Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
this Corporation as a consequence of such compromise or arrangement, such
compromise or arrangement and such reorganization shall, if sanctioned by the
court to which such application has been made, be binding upon all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also upon all the creditors or class of creditors, and/or upon this
Corporation.

          SEVENTH: The number of directors of the Corporation shall be fixed
from time to time exclusively by the Board of Directors in accordance with the
By-Laws of the Corporation.

          EIGHTH: In furtherance and not in limitation of powers conferred by
law, subject to any limitations contained elsewhere in this Restated Certificate
of Incorporation, By-laws of the Corporation may be adopted, amended, or
repealed by a majority of the Board of Directors of the Corporation, but any
By-laws adopted by the Board of Directors may also be amended or repealed by the
stockholders entitled to vote thereon.

          NINTH: To the fullest extent that the Delaware Corporation Law, as it
exists on the date hereof or as it may hereafter be amended, permits the
limitation or elimination of the liability of directors, no director of this
Corporation shall be personally liable to this Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director. Notwithstanding
the foregoing, a director shall be liable to the extent provided by applicable
law (a) for any breach of the directors' duty of loyalty to the Corporation or
its stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) under Section 174 of
the Delaware Corporation Law, or (d) for any transaction from which the director
derived any improper personal benefit. Neither the amendment or repeal of this
Article, nor the adoption of any provision of this Certificate of Incorporation
inconsistent with this Article, shall adversely affect any right or protection
of a director of the Corporation existing at the time of such amendment or
repeal.

          TENTH: The Corporation shall, to the fullest extent permitted by
Section 145 of the Delaware Corporation Law, as the same may be amended and
supplemented, or by any successor thereto, indemnify any and all persons whom it
shall have power to indemnify under such section from and against any and all of
the expenses, liabilities or other matters referred to in or covered by such
section. The Corporation shall advance expenses to the fullest extent permitted
by said section. Such right to indemnification and advancement of expenses shall
continue as to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person. The indemnification and advancement of expenses provided for
herein shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any By-Law,
agreement, vote of stockholders or disinterested directors, or otherwise.

          ELEVENTH: The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was or has agreed to become
a director, officer, employee, or agent of the Corporation against any liability
asserted against him or her and incurred by him or her or on his or her behalf
in such capacity, or arising out of his or her status as such, whether or not
the Corporation would have the power to indemnify him or her against such
liability.

          TWELFTH: The Corporation reserves the right to amend, alter, change,
or repeal any provision contained in this Certificate of Incorporation, and any
other provisions authorized by the laws of the State of Delaware at the time in
force may be added or inserted in the manner now or hereafter provided herein or
by statute, and all rights, preferences and privileges of whatsoever nature
conferred upon stockholders, directors, or any other persons whomsoever by and
pursuant to this Certificate of Incorporation in its present form or as amended
are granted subject to the rights reserved in this Article TWELFTH.



<PAGE>


          IN WITNESS WHEREOF, American Banknote Corporation has caused this
Restated Certificate of Incorporation to be signed by [   ], its [   ], and
attested by [  ], its [  ], this [  ] day of [  ], 2000.


                             AMERICAN BANKNOTE CORPORATION


                             By:
                                ---------------------------
                                 Name:
                                 Title:


Attest:



By:
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   Name:
   Title: