EXHIBIT 10.20
  AMERICAN BANKNOTE CORPORATTION
  200 Park Avenue
  New York, New York 10166     
     
         
                       April 30, 1996
          
     
     
  Mr. Alfred Teo
  Alpha Industries, Inc.
  Page & Schuyler Avenues
  P.O. Box 808
  Lyndhurst, New Jersey  07071
     
     Dear Mr. Teo:
     
         This letter will serve to confirm the agreement
  between American Banknote Corporation (the "Company") and
  yourself, on your own behalf as well as on behalf of certain
  of your affiliates and associates, as to the matters
  described below.
     
         The Company's Board of Directors has determined to
  nominate you for election as a director of the Company at
  the Company's next Annual Meeting of Stockholders.  In
  consideration of the foregoing, and as a result of your
  receiving certain confidential information concerning the
  Company in connection therewith, you agree that for a period
  commencing on the date hereof and ending three years from the
  date you no longer serve the Company as a director or, if
  for whatever reason, you are not elected to the Company's
  Board of Directors, three years from the date of this letter,
  neither you nor any of your affiliates or associates (as
  defined in Rule 12b-2 promulgated pursuant to the Securities
  Exchange Act of 1934, as amended (the "Exchange Act""))
  will, unless specifically invited in writing by the Company,
  directly or indirectly, in any manner:
  
             a.   acquire, offer or propose to acquire,
        solicit an offer to sell or agree to acquire, directly
        or indirectly, alone or in concert with others, by
        purchase or otherwise, any direct or indirect
        beneficial interest in any voting securities or direct
        or indirect rights, warrants or options to acquire, or
        securities convertible into or exchangeable for, any
        voting securities of the Company or any of its
        affiliates, except that the foregoing shall not prevent  
<PAGE>  you and your affiliates and associates from
        beneficially owning in the aggregate no more than 10%
        of the Company's outstanding voting securities;
               b.   make, or in any way participate in,
        directly or indirectly, alone or in concert with
        others, any "solicitation" of "proxies" to vote (as
        such terms are used in the proxy rules of the
        Securities and Exchange Commission promulgated pursuant
        to Section 14 of the Exchange Act) or seek to advise or
        influence in any manner whatsoever any person or entity
        with respect to the voting of any voting securities of
        the Company or any of its affiliates;
     
             c.   form, join or any way participate in a
        "group" within the meaning of Section 13(d)(3) of the
        Exchange Act with respect to any voting securities of
        the Company or any of its affiliates, other than such
        group of which you presently are a member;
 
              d.   acquire, offer to acquire or agree to
        acquire, directly or indirectly, alone or in concert
        with others, by purchase, exchange or otherwise, (i)
        any of the assets, tangible and intangible, of the
        Company or any of its affiliates or (ii) direct or
        indirect rights, warrants or options to acquire any
        assets of the Company or any of its affiliates, except
        for such assets as are then being offered for sale by
        the Company or any of its affiliates;
 
             e.   arrange, or in any way participate,
        directly or indirectly, in any financing for the
        purchase of any voting securities or securities
        convertible or exchangeable into or exercisable for any
        voting securities or assets of the Company or any of
        its affiliates, except for such assets as are then
        being offered for sale by the Company or any of its
        affiliates;
   
             f.   otherwise act, alone or in concert with
        others, to seek to propose to the Company or any of its
        affiliates or any of their respective stockholders any
        merger, business combination, restructuring,
        recapitalization or other transaction to or with the
        Company or any of its affiliates or otherwise seek,
        alone or in concert with others, to control, change or
        influence the management, board of directors or
        policies of the other party hereto or any of its
  <PAGE>

        affiliates or nominate any person as a director who is
        not nominated by the then incumbent directors, or
        propose any matter to be voted upon by the stockholders
        of the Company or any of its affiliates, except that
        the foregoing shall not be deemed to restrict your
        participation at meetings of the Company's Board of
        Directors as a director for so long as you serve the
        Company in such capacity;
   
             g.   make any request or proposal to amend,
        waive or terminate any provision of the foregoing
        paragraphs (a) through (f); or
  
             h.   announce an intention to do, or enter
        into any arrangement or understanding with others to
        do, any of the actions restricted or prohibited under
        paragraphs (a) through (g).
    
        It is understood and agreed that no failure or
  delay by the Company in exercising any right, power or
  privilege under this letter shall operate as a waiver
  thereof nor shall any single or partial exercise thereof
  preclude any other or further exercise of any right, power
  or privilege hereunder.
     
         You agree that the Company would be irreparably
  injured by a breach of this letter by you or your affiliates
  or associates and that the Company shall be entitled to
  equitable relief, including injunctive relief and/or
  specific performance, in the event of any breach of the
  provisions hereof.  You hereby in advance further agree to
  the granting of injunctive relief in the Company's favor
  without proof of actual damages.  In the event that such
  equitable relief is granted, such remedy or remedies shall
  not be deemed to be the exclusive remedy or remedies for any
  breach of this Agreement, but shall be in addition to all
  other remedies available at law or equity.
    
         This letter sets forth the entire agreement
  between the parties hereto as to the subject matter hereof,
  and none of the terms of this letter shall be amended or
  modified except in writing signed by the parties hereto. 
  This letter shall be governed and construed in accordance
  with the laws of the State of New York, applicable to
  agreements made and to be performed within such State.
    
<PAGE>     

       If you are in agreement with the foregoing, please
  so indicate by signing and returning one copy of this
  letter, which shall constitute our agreement with respect to
  the matters set forth herein.
   
                       Very truly yours,
     
                       AMERICAN BANKNOTE CORPORATION
     
     
                       By:    S/ Harvey K. Kesner 
                       Name:  Harvey K. Kesner
                       Title: Senior Vice-President



  Accepted and Agreed to this
  30th day of April, 1996.
   
     S/Alfred Teo