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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

|    |  |                                                                                        
|--- |  | ---------------------------------------------------------------------------------------
|(X) |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2003

OR

|    |  |                                                                                         
|--- |  | ----------------------------------------------------------------------------------------
|( ) |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________to _________

Commission File Number 1-14227

AMERICAN BANK NOTE HOLOGRAPHICS, INC.

(Exact name of Registrant as specified in its charter)

|                                              |  |                    
|--------------------------------------------- |  | -------------------
|Delaware                                      |  | 13-3317668         
|(State or other jurisdiction of incorporation |  | (I.R.S. Employer   
|or organization)                              |  | Identification No.)

399 Executive Boulevard
Elmsford, New York, 10523
(Address of principal executive offices, including zip code)

(914) 592-2355
(Registrants telephone number, including area code)

Not applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing for the past 90 days.

[X] Yes
      [ ]No

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

[ ]Yes    [X] No

The aggregate number of shares of common stock, $.01 par value, outstanding on
May 5, 2003 was 18,483,720.





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|                              |                                                                                               |                                                   |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------- |  |  |  |  |  | 
|                              |                                                                                               | CONDENSED BALANCE SHEETS                         
|                              |                                                                                               | CONDENSED STATEMENTS OF OPERATIONS  UNAUDITED   
|                              |                                                                                               | CONDENSED STATEMENTS OF CASH FLOWS  UNAUDITED   
|                              |                                                                                               | NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
|                              | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                              | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                              | ITEM 4. CONTROLS AND PROCEDURES                                                              
|PART II OTHER INFORMATION    
|                              | ITEM 1. LEGAL PROCEEDINGS                                                                    
|                              | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|EX-99.1: CERTIFICATION OF CEO
|EX-99.1: CERTIFICATION OF CFO



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AMERICAN BANK NOTE HOLOGRAPHICS, INC.

FORM 10-Q

INDEX

|                                                                                              |                                                                                                 |  |      |   | 
|--------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- |  | ---- | - | 
|                                                                                              |                                                                                                 |  | PAGE
|                                                                                              |                                                                                                 |  | NO. 
|PART I  FINANCIAL INFORMATION
Item 1. Financial Statements                                   |                                                                                                 |  |      |  
|                                                                                              | Condensed Balance Sheets as of
March 31, 2003 (Unaudited) and December 31, 2002                 |  |      | 3 | 
|                                                                                              | Unaudited Condensed Statements of Operations
For the Three Months Ended March 31, 2003 and 2002 |  |      | 4 | 
|                                                                                              | Unaudited Condensed Statements of Cash Flows
For the Three Months Ended March 31, 2003 and 2002 |  |      | 5 | 
|                                                                                              | Notes to Unaudited Condensed Financial Statements                                               |  |      | 6 | 
|Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations |                                                                                                 |  | 9    |  
|Item 3. Quantitative and Qualitative Disclosures
About Market Risk                            |                                                                                                 |  | 11   |  
|Item 4. Controls and Procedures                                                               |                                                                                                 |  | 11   |  
|PART
II  OTHER INFORMATION
Item 1. Legal Proceedings                                         |                                                                                                 |  | 12   |  
|Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                 |  | 12   |  

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AMERICAN BANK NOTE HOLOGRAPHICS, INC.
CONDENSED BALANCE SHEETS
(In thousands, except share data)

|                                                                                                                       |                                                                                                                |                            |                                      |        |        |             |              |        |        |  |  | 
|---------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------- | -------------------------- | ------------------------------------ | ------ | ------ | ----------- | ------------ | ------ | ------ |  |  | 
|                                                                                                                       |                                                                                                                |                            |                                      |        |        | March 31,   | December 31,
|                                                                                                                       |                                                                                                                |                            |                                      |        |        | 2003        | 2002        
|                                                                                                                       |                                                                                                                |                            |                                      |        |        |             |             
|                                                                                                                       |                                                                                                                |                            |                                      |        |        | (Unaudited) | (Note A)    
|                                                                                                                       |                                                                                                                |                            |                                      | ASSETS |        |             |              |        |        |  |  | 
|Current Assets:                                                                                                        |                                                                                                                |                            |                                      |        |        |             |              |       
|                                                                                                                       | Cash and cash equivalents                                                                                      |                            | $                                    | 9,497  |        |             | $            | 8,659  |       
|                                                                                                                       | Accounts receivable, net of allowance for
doubtful accounts of $210                                            |                            |                                      | 2,892  |        |             |              | 3,661  |       
|                                                                                                                       | Inventories                                                                                                    |                            |                                      | 2,570  |        |             |              | 2,541  |       
|                                                                                                                       | Deferred income taxes                                                                                          |                            |                                      | 1,349  |        |             |              | 1,347  |       
|                                                                                                                       | Prepaid expenses                                                                                               |                            |                                      | 267    |        |             |              | 396    |       
|                                                                                                                       | Other                                                                                                          |                            |                                      | 265    |        |             |              | 345    |       
|                                                                                                                       |                                                                                                                |                            |                                      |        |        |             |              |        |       
|                                                                                                                       |                                                                                                                | Total current assets       |                                      |        | 16,840 |             |              |        | 16,949 | 
|Machinery, equipment and leasehold improvements,
net of accumulated depreciation and amortization
of $8,683 and $8,505 |                                                                                                                |                            | 2,732                                |        |        |             | 2,782        |       
|Other assets                                                                                                           |                                                                                                                |                            | 309                                  |        |        |             | 399          |       
|                                                                                                                       |                                                                                                                |                            |                                      |        |        |             |              |        |       
|Total Assets                                                                                                           |                                                                                                                | $                          | 19,881                               |        |        | $           | 20,130       |       
|                                                                                                                       |                                                                                                                |                            |                                      |        |        |             |              |        |       
|                                                                                                                       |                                                                                                                |                            | LIABILITIES AND STOCKHOLDERS EQUITY |        |        |             |              |        |        |  | 
|Current Liabilities:                                                                                                   |                                                                                                                |                            |                                      |        |        |             |              |       
|                                                                                                                       | Accounts payable                                                                                               |                            | $                                    | 377    |        |             | $            | 966    |       
|                                                                                                                       | Accrued expenses                                                                                               |                            |                                      | 1,776  |        |             |              | 1,803  |       
|                                                                                                                       | Customer advances                                                                                              |                            |                                      | 73     |        |             |              | 89     |       
|                                                                                                                       |                                                                                                                |                            |                                      |        |        |             |              |        |       
|                                                                                                                       |                                                                                                                | Total current liabilities  |                                      |        | 2,226  |             |              |        | 2,858  | 
|Deferred income taxes                                                                                                  |                                                                                                                |                            | 994                                  |        |        |             | 830          |       
|                                                                                                                       |                                                                                                                |                            |                                      |        |        |             |              |        |       
|                                                                                                                       | Total liabilities                                                                                              |                            |                                      | 3,220  |        |             |              | 3,688  |       
|                                                                                                                       |                                                                                                                |                            |                                      |        |        |             |              |        |       
|Commitments and contingencies                                                                                          |                                                                                                                |                            |                                      |        |        |             |              |       
|Stockholders Equity:                                                                                                  |                                                                                                                |                            |                                      |        |        |             |              |       
|                                                                                                                       | Preferred stock, authorized 5,000,000 shares;
no shares issued or outstanding                                  |                            |                                      |       |        |             |              |       |       
|                                                                                                                       | Common stock, par value $.01 per share, authorized
40,000,000 shares; issued and outstanding 18,483,720 shares |                            |                                      | 185    |        |             |              | 185    |       
|                                                                                                                       | Additional paid-in-capital                                                                                     |                            |                                      | 23,994 |        |             |              | 23,994 |       
|                                                                                                                       | Accumulated deficit                                                                                            |                            |                                      | (7,518 | )      |             |              | (7,737 | )     
|                                                                                                                       |                                                                                                                |                            |                                      |        |        |             |              |        |       
|                                                                                                                       |                                                                                                                | Total Stockholders Equity |                                      |        | 16,661 |             |              |        | 16,442 | 
|                                                                                                                       |                                                                                                                |                            |                                      |        |        |             |              |        |       
|Total Liabilities and Stockholders Equity                                                                             |                                                                                                                | $                          | 19,881                               |        |        | $           | 20,130       |       
|                                                                                                                       |                                                                                                                |                            |                                      |        |        |             |              |        |       

See Notes to Unaudited Condensed Financial Statements.

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AMERICAN BANK NOTE HOLOGRAPHICS, INC.
CONDENSED STATEMENTS OF OPERATIONS  UNAUDITED
(In thousands, except per share data)

|                                         |                               |   |                    |       |      |   |       |       | 
|---------------------------------------- | ----------------------------- | - | ------------------ | ----- | ---- | - | ----- | ----- | 
|                                         |                               |   | Three Months Ended
|                                         |                               |   | March 31,         
|                                         |                               |   |                   
|                                         |                               |   | 2003               |       | 2002
|                                         |                               |   |                    |       |     
|Revenue:                                 |                               |   |                    |       |      |   |       |      
|                                         | Sales                         |   | $                  | 4,538 |      |   | $     | 4,620 | 
|                                         | Royalty income                |   |                    | 44    |      |   |       | 115   | 
|                                         |                               |   |                    |       |      |   |       |       | 
|                                         |                               |   | 4,582              |       |      |   | 4,735 |      
|Costs and expenses:                      |                               |   |                    |       |      |   |       |      
|                                         | Cost of goods sold            |   |                    | 2,016 |      |   |       | 2,314 | 
|                                         | Selling and administrative    |   |                    | 1,763 |      |   |       | 1,819 | 
|                                         | Research and development      |   |                    | 268   |      |   |       | 313   | 
|                                         | Depreciation and amortization |   |                    | 179   |      |   |       | 195   | 
|                                         |                               |   |                    |       |      |   |       |       | 
|                                         |                               |   | 4,226              |       |      |   | 4,641 |      
|                                         |                               |   |                    |       |      |   |       |       | 
|Operating income                         |                               |   | 356                |       |      |   | 94    |      
|Interest income                          |                               |   | 25                 |       |      |   | 23    |      
|                                         |                               |   |                    |       |      |   |       |       | 
|Income before provision for income taxes |                               |   | 381                |       |      |   | 117   |      
|Provision for income taxes               |                               |   | 162                |       |      |   | 50    |      
|                                         |                               |   |                    |       |      |   |       |       | 
|Net income                               |                               | $ | 219                |       |      | $ | 67    |      
|                                         |                               |   |                    |       |      |   |       |       | 
|Net income per share:                    |                               |   |                    |       |      |   |       |      
|                                         | Basic and diluted             |   | $                  | 0.01  |      |   | $     |      | 
|                                         |                               |   |                    |       |      |   |       |       | 

See Notes to Unaudited Condensed Financial Statements.

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AMERICAN BANK NOTE HOLOGRAPHICS, INC.
CONDENSED STATEMENTS OF CASH FLOWS  UNAUDITED
(In thousands)

|                                                    |                                                                                             |                                              |                                       |      |                    |      |       |      |   |      |  
|--------------------------------------------------- | ------------------------------------------------------------------------------------------- | -------------------------------------------- | ------------------------------------- | ---- | ------------------ | ---- | ----- | ---- | - | ---- | -
|                                                    |                                                                                             |                                              |                                       |      | Three Months Ended
|                                                    |                                                                                             |                                              |                                       |      | March 31,         
|                                                    |                                                                                             |                                              |                                       |      |                   
|                                                    |                                                                                             |                                              |                                       |      | 2003               |      | 2002 
|                                                    |                                                                                             |                                              |                                       |      |                    |      |      
|Cash flows from operating activities:               |                                                                                             |                                              |                                       |      |                    |      |       |     
|                                                    | Net income                                                                                  |                                              | $                                     | 219  |                    |      | $     | 67   |  
|                                                    | Adjustments to reconcile net income to net cash provided by (used in)
operating activities: |                                              |                                       |      |                    |      |       |      |  
|                                                    |                                                                                             |                                              | Depreciation and amortization         |      |                    | 179  |       |      |   | 195  |  
|                                                    |                                                                                             |                                              | Deferred income taxes                 |      |                    | 162  |       |      |   | 50   |  
|                                                    |                                                                                             | Changes in operating assets and liabilities: |                                       |      |                    |      |       |      |   |     
|                                                    |                                                                                             |                                              | Accounts receivable                   |      |                    | 769  |       |      |   | (189 | )
|                                                    |                                                                                             |                                              | Inventories                           |      |                    | (29  | )     |      |   | 219  |  
|                                                    |                                                                                             |                                              | Prepaid expenses and other            |      |                    | 298  |       |      |   | 194  |  
|                                                    |                                                                                             |                                              | Accounts payable and accrued expenses |      |                    | (616 | )     |      |   | (713 | )
|                                                    |                                                                                             |                                              | Customer advances                     |      |                    | (16  | )     |      |   | (8   | )
|                                                    |                                                                                             |                                              |                                       |      |                    |      |       |      |  
|Net cash provided by (used in) operating activities |                                                                                             |                                              | 966                                   |      |                    |      | (185  | )   
|                                                    |                                                                                             |                                              |                                       |      |                    |      |       |      |  
|Cash flows from investing activities:               |                                                                                             |                                              |                                       |      |                    |      |       |     
|                                                    | Capital expenditures                                                                        |                                              |                                       | (128 | )                  |      |       | (134 | )
|                                                    |                                                                                             |                                              |                                       |      |                    |      |       |      |  
|Net cash used in investing activities               |                                                                                             |                                              | (128                                  | )    |                    |      | (134  | )   
|                                                    |                                                                                             |                                              |                                       |      |                    |      |       |      |  
|Increase (decrease) in cash and cash equivalents    |                                                                                             |                                              | 838                                   |      |                    |      | (319  | )   
|Cash and cash equivalents, beginning of period      |                                                                                             |                                              | 8,659                                 |      |                    |      | 7,368 |     
|                                                    |                                                                                             |                                              |                                       |      |                    |      |       |      |  
|Cash and cash equivalents, end of period            |                                                                                             | $                                            | 9,497                                 |      |                    | $    | 7,049 |     
|                                                    |                                                                                             |                                              |                                       |      |                    |      |       |      |  
|Supplemental cash payments:                         |                                                                                             |                                              |                                       |      |                    |      |       |     
|                                                    | Taxes                                                                                       |                                              | $                                     | 5    |                    |      | $     | 17   |  
|                                                    |                                                                                             |                                              |                                       |      |                    |      |       |      |  

See Notes to Unaudited Condensed Financial Statements.

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AMERICAN BANK NOTE HOLOGRAPHICS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE A  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

American Bank Note Holographics, Inc. (the Company) originates,
mass-produces, and markets secure holograms. Holograms are used for security,
packaging and promotional applications. The Company operates in one reportable
industry segment.

The accompanying unaudited condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three months ended March 31, 2003 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2003.

The balance sheet at December 31, 2002 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by accounting principles generally accepted in the
United States for complete financial statements.

For further information, refer to the financial statements and footnotes
thereto included in the Companys annual report on Form 10-K for the year ended
December 31, 2002, as filed with the United States Securities and Exchange
Commission.

REVENUE RECOGNITION

The Company recognizes revenue in accordance with the provisions of the
Securities and Exchange Commissions (SEC) Staff Accounting Bulletin (SAB)
No. 101, Revenue Recognition. Specifically, sales and the related cost of
goods sold are generally recognized at the latter of the time of shipment or
when title passes to customers. In some situations, the Company has shipped
product where the sale is contingent upon the customers use of the product. In
these situations, the Company does not recognize sales upon product shipment,
but rather when the buyer of the product informs the Company that the product
has been used. Additionally, pursuant to terms with a certain customer,
completed items are stored on behalf of the customer at the Companys on-site
secured facility and, in that instance, sales are recognized when all of the
following have occurred: the customer has ordered the goods, the manufacturing
process is complete, the goods have been transferred to the on-site secured
facility and are ready for shipment, the risk of ownership has passed to the
customer and the customer has been billed for the order.

Customer advances represent payments received from customers for products which
have not yet been shipped. These customer advances are classified as current
liabilities on the accompanying balance sheets.

Shipping and handling amounts billed to customers are included in sales and
amounted to $75,000 and $86,000 for the three months ended March 31, 2003 and
2002, respectively. Shipping and handling costs are included in selling and
administrative expenses.

BASIC AND DILUTED NET INCOME PER SHARE

Basic net income per share is computed based on the weighted average number of
outstanding shares of common stock. The basic weighted average number of shares
outstanding were 18,483,720 in each of the three months ended March 31, 2003
and 2002. Diluted net income per share is computed by dividing net income by
the weighted average number of shares of common stock outstanding and dilutive
potential shares of common stock. For the three months ended March 31, 2003 and
2002, the diluted number of weighted average shares outstanding was 18,484,071
and 18,487,457, respectively, which includes dilutive stock options of 351
shares and 3,737 shares, respectively.

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BUSINESS INFORMATION

Sales to MasterCard were approximately 12% and 39% of sales for the three
months ended March 31, 2003 and 2002, respectively. The Company entered into an
agreement with MasterCard dated February 28, 2003, which replaces the agreement
dated February 1, 1996, as amended. The new agreement expires in February
2008, subject to automatic renewal if not terminated by either party. The loss
of all or a substantial portion of the sales to MasterCard, however, would have
a material adverse effect on the financial position, results of operations and
cash flows of the Company. At March 31, 2003 and December 31, 2002, accounts
receivable from this customer totaled $0.6 million and $1.6 million,
respectively.

Sales of VISA holograms to manufacturers of VISA credit cards were
approximately 31% and 21% of sales for the three months ended March 31, 2003
and 2002, respectively. Sales of VISA holograms for the three months ended
March 31, 2003 include sales of a new VISA hologram which the Company developed
and commenced selling in this period. The loss of a substantial portion of the
sales to manufacturers of VISA credit cards would have a material adverse effect on the financial
position, results of operations and cash flows of the Company. Accounts
receivable from these customers approximated $1.6 and $1.5 million at March 31,
2003 and December 31, 2002, respectively.

The Company purchases certain key materials used in the manufacture of its
holograms and outsources certain key processes from third party suppliers, some
of which are sole source relationships, with whom the Company does not have
supply contracts. Any problems that occur with respect to the delivery, quality
or cost of any such materials or processes could have a material adverse effect
on the financial position, results of operations and cash flows of the Company.

STOCK-BASED COMPENSATION PLANS

In December 2002, the Financial Accounting Standards Board (FASB) issued SFAS
No. 148, Accounting for Stock Based CompensationTransition and Disclosurean
amendment of FASB Statement No. 123. SFAS No. 148 provides alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation from the intrinsic value-based
method of accounting prescribed by Accounting Principles Board (APB) Opinion
No. 25, Accounting for Stock Issued to Employees. In addition, SFAS No. 148
amends the disclosure requirements of SFAS No. 123, Accounting for Stock-Based
Compensation. The Company adopted the disclosure requirements of SFAS No. 148
effective December 31, 2002. As allowed by SFAS No. 123, the Company has
elected to continue to apply the intrinsic value-based method of accounting
prescribed in APB Opinion No. 25 and, accordingly, does not recognize
compensation expense for stock option grants made at an exercise price equal to
or in excess of the fair market value of the stock at the date of grant.

Had compensation cost for the Companys outstanding stock options been
determined based on the fair value at the grant dates for those options
consistent with SFAS No. 123, the Companys net income and basic and diluted
net income per share would have differed as reflected by the pro forma amounts
indicated below:

|                                                                                                          |  |                           |      |      |  |   |     |  
|--------------------------------------------------------------------------------------------------------- |  | ------------------------- | ---- | ---- |  | - | --- | -
|                                                                                                          |  | Three Months Ended       
|                                                                                                          |  | March 31,                
|                                                                                                          |  |                          
|                                                                                                          |  | 2003                      |      | 2002
|                                                                                                          |  |                           |      |     
|                                                                                                          |  | (In thousands, except per
|                                                                                                          |  | share data)              
|Net income, as reported                                                                                   |  | $                         | 219  |      |  | $ | 67  |  
|Add: Non-cash employee compensation, as reported                                                          |  |                           |     |      |  |   |    |  
|Deduct: Stock-based employee compensation expense determined under
fair value based method for all awards |  |                           | 13   |      |  |   | 86  |  
|                                                                                                          |  |                           |      |      |  |   |     |  
|Pro forma, net income (loss)                                                                              |  | $                         | 206  |      |  | $ | (19 | )
|                                                                                                          |  |                           |      |      |  |   |     |  
|Basic and diluted net income per share, as reported                                                       |  | $                         | 0.01 |      |  | $ |    |  
|                                                                                                          |  |                           |      |      |  |   |     |  
|Basic and diluted net income (loss) per share, pro forma                                                  |  | $                         | 0.01 |      |  | $ | (  | )
|                                                                                                          |  |                           |      |      |  |   |     |  

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WARRANTY COSTS

The Company provides for warranty costs in amounts it estimates will be needed
to cover future warranty obligations for products sold during the year.
Estimates of warranty costs are periodically reviewed and adjusted, when
necessary, to consider actual experience. Changes in the Companys product
warranty during the three months ended March 31, 2003 are as
follows (in thousands):

|                           |  |   |     |  
|-------------------------- |  | - | --- | -
|Balance at January 1, 2003 |  | $ | 160 |  
|Warranties issued          |  |   | 40  |  
|Settlements made           |  |   | (37 | )
|                           |  |   |     |  
|Balance at March 31, 2003  |  | $ | 163 |  
|                           |  |   |     |  

NOTE B  INVENTORIES

Inventories consist of the following (in thousands):

|                                             |  |             |       |              |  |   |       | 
|-------------------------------------------- |  | ----------- | ----- | ------------ |  | - | ----- | 
|                                             |  | March 31,   |       | December 31,
|                                             |  | 2003        |       | 2002        
|                                             |  |             |       |             
|                                             |  | (Unaudited) |       | (Note A)    
|Finished goods                               |  | $           | 1,272 |              |  | $ | 1,226 | 
|Finished goods on consignment with customers |  |             | 215   |              |  |   | 377   | 
|Work in process                              |  |             | 712   |              |  |   | 455   | 
|Raw materials                                |  |             | 371   |              |  |   | 483   | 
|                                             |  |             |       |              |  |   |       | 
|                                             |  | $           | 2,570 |              |  | $ | 2,541 | 
|                                             |  |             |       |              |  |   |       | 

NOTE C  COMMITMENTS AND CONTINGENCIES

The Company currently and from time to time is involved in litigation (as both
plaintiff and defendant) incidental to the conduct of its business; however,
the Company is not a party to any lawsuit or proceeding which, in the opinion
of management of the Company, could have a material impact on the Companys
financial position, results of operations or cash flows.

NOTE D  STOCK REPURCHASE PLAN

On March 17, 2003, the Companys board of directors authorized the repurchase
of up to $2.0 million of our outstanding common stock. Under the terms of the
repurchase plan, the Company is authorized to make purchases from time-to-time, either
on the open market or through privately negotiated transactions as conditions
warrant, over a period of twelve months. The stock repurchase will not
commence prior to the release of our first quarter 2003 financial results.
Depending on market conditions and other factors, these purchases may be
suspended or resumed at any time or from time-to-time without prior notice.

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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
Companys unaudited financial statements, including the notes thereto,
appearing elsewhere in this report.

OVERVIEW

The Company originates, mass-produces and markets holograms. The Companys
holograms are used primarily for security applications such as counterfeiting
protection for credit and other transaction cards, identification cards and
documents of value, as well as for tamper resistance and authentication of
high-value consumer and industrial products. The Company also produces
non-secure holograms for packaging and promotional applications. The Companys
sales of holograms for security applications generally carry higher gross
margins than sales for non-security applications.

Concerns regarding counterfeiting, piracy and other infractions that can result
in lost sales, lost goodwill and product liability claims drive the use of
product authentication holograms. Companies in various industries have utilized
holograms as authentication devices to reduce potential losses. Also, concerns
over counterfeiting and copying have led to an increased use of holograms on
documents of value, including currency, passports, business cheques, gift
certificates, vouchers, certificates of deposit, stamps (postage and revenue),
tickets and other financial instruments.

A significant portion of the Companys business is derived from orders placed
by certain credit card companies, including MasterCard and manufacturers of
VISA brand credit cards, and variations in the timing of such orders can cause
significant fluctuations in the Companys sales. Sales to MasterCard were
approximately 12% and 39% of sales for the three months ended March 31, 2003
and 2002, respectively. The Company entered into an agreement with MasterCard
dated February 28, 2003, which replaces the agreement dated February 1, 1996,
as amended. The new agreement expires in February 2008, subject to automatic
renewal if not terminated by either party. Sales of VISA holograms to
manufacturers of VISA credit cards were approximately 31% and 21% of sales for
the three months ended March 31, 2003 and 2002, respectively. Sales of VISA
holograms for the three months ended March 31, 2003 include sales of a new VISA
hologram which the Company developed and commenced selling in this period. The
Company does not have long-term purchase contracts with VISA and supplies
holograms to approximately 50 VISA authorized card manufacturers pursuant to
purchase orders. Currently the Company is one of two companies authorized to
manufacture and sell VISA brand holograms to manufacturers of VISA brand credit
cards. If either MasterCard or VISA were to terminate its respective
relationship with the Company or substantially reduce their orders, there would
be a material adverse effect on the Companys business, financial condition,
results of operations and cash flows.

Holograms are sold under purchase orders and contracts with customers. Sales
and the related cost of goods sold are generally recognized at the latter of
the time of shipment or when title passes to customers. In some situations, the
Company has shipped product where the sale is contingent upon the customers
use of the product. In these situations, the Company does not recognize sales
upon product shipment, but rather when the buyer of the product informs the
Company that the product has been used. Additionally, pursuant to terms with a
certain customer, completed items are stored on behalf of the customer at the
Companys on-site secured facility and, in that instance, sales are recognized
when all of the following have occurred: the customer has ordered the goods,
the manufacturing process is complete, the goods have been transferred to the
on-site secured facility and are ready for shipment, the risk of ownership has
passed to the customer and the customer has been billed for the order. At March
31, 2003 and December 31, 2002, accounts receivable from this customer totaled
$0.6 million and $1.6 million, respectively.

The Company purchases certain key materials used in the manufacture of its
holograms and outsources certain key processes from third party suppliers, some
of whom are sole source relationships, with which it does not have supply
contracts. Any problems that occur with respect to the delivery, quality or
cost of any such materials or processes could have a material adverse effect on
the Companys financial position, results of operations and cash flows.

Sales may fluctuate from quarter to quarter due to changes in customers
ordering patterns. Customers do not typically provide the Company with precise
forecasts of future order quantities. Quarterly demand for holograms may be
materially influenced by customers promotions, inventory replenishment, card
expiration patterns, delivery

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schedules and other factors which may be difficult for the Company to
anticipate.

Cost of goods sold includes raw materials such as nickel, foils, films and
adhesives; labor costs; manufacturing overhead; and hologram origination costs
(which represent costs of a unique master hologram that is made to customer
specifications and is an integral part of the production process). As a result,
costs of goods sold are affected by product mix, manufacturing yields, costs of
hologram originations and changes in the cost of raw materials and labor.

Selling and administrative expenses primarily consist of salaries, benefits and
commissions for the Companys corporate, sales, marketing and administrative
personnel, marketing and promotion expenses, legal and accounting expenses and
expenses associated with being a public company.

COMPARISON OF THREE MONTHS ENDED MARCH 31, 2003 TO THREE MONTHS ENDED
MARCH 31, 2002

Sales.Sales decreased by $0.1 million, or 1.8%, from $4.6 million for the
three months ended March 31, 2002 to $4.5 million for the three months ended
March 31, 2003. The decrease was due to a decrease in sales of holograms for
credit cards of $1.1 million primarily resulting from MasterCard deferring
orders until after February 28, 2003, the effective date of the new agreement
between the Company and MasterCard, partially offset by an increase of $1.0
million for sales of non credit card security holograms.

Royalty Income.Royalty income decreased $71,000 from $115,000 for the three
months ended March 31, 2002 to $44,000 for the same period in 2003, due to the
expiration of a patent license agreement during the current period.

Cost of Goods Sold.Cost of goods sold decreased by $0.3 million, from $2.3
million for the three months ended March 31, 2002 to $2.0 million for the three
months ended March 31, 2003. As a percentage of sales, cost of goods sold
decreased from 50.1% in the three months ended March 31, 2002 to 44.4% for the
same period in 2003. The decrease of 6% is primarily due to a change
in product mix and a decrease in
production costs in the current period resulting from decreases in factory
personnel and overhead costs.

Selling and Administrative.Selling and administrative expenses decreased $0.1
million from $1.8 million for the three months ended March 31, 2002 to $1.7
million for the three months ended March 31, 2003. As a percentage of sales,
selling and administrative expenses decreased from 39.4% for the three months
ended March 31, 2002 to 38.9% for the current period. The decrease was
primarily due to decreases in administrative salaries and benefits of $0.1
million and professional fees of $0.1 million partially offset by increases in
selling salaries and benefits of $0.1 million.

Research and Development.Research and development expenses decreased $45,000
from $313,000 for the three months ended March 31, 2002 to $268,000 for the
same period in 2003. As a percentage of sales, research and development
expenses decreased from 6.8% in the three months ended March 31, 2002 to 5.9%
in the current period. The decrease is primarily due to a decrease in research
and development testing expense in the current period.

Depreciation and Amortization.Depreciation and amortization remained
relatively unchanged.

Interest Income. Interest income remained relatively unchanged.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2003, the Company had $9.5 million in cash and cash equivalents
and working capital of $14.6 million.

The Companys operating activities provided cash of $1.0 million for the three
months ended March 31, 2003, compared to $0.2 million of cash used for the
three months ended March 31, 2002. Cash flows provided by net income and
adjustments to reconcile net income to net cash provided by operating
activities were $0.6 million in the three months ended March 31, 2003. Cash
flows provided by changes in operating assets and liabilities were $0.4

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million in the three months ended March 31, 2003 primarily due to decreases in
accounts receivable, prepaid expenses and other assets, and accounts payable
and accrued expenses. For the three months ended March 31, 2002, cash flows
provided by net income and adjustments to reconcile net income to net cash used
in operating activities provided cash of $0.3 million and changes in operating
assets and liabilities used cash of $0.5 million.

Investing activities for the three months ended March 31, 2003 and 2002 used
cash of $128,000 and $134,000, respectively, for capital expenditures.

There were no financing activities for the three-month periods ended March 31,
2003 and 2002.

The Company has long-term operating leases for offices, manufacturing
facilities and equipment, which expire through 2007. The Company has renewal
options on some locations, which provide for renewal rents based upon increases
tied to the consumer price index.

The following table quantifies the Companys future obligations at March 31,
2003 (in thousands):

|                     |  |       |       |        |  |           |       |       |  |         |       |           |  |   |       |  |  |   |   | 
|-------------------- |  | ----- | ----- | ------ |  | --------- | ----- | ----- |  | ------- | ----- | --------- |  | - | ----- |  |  | - | - | 
|                     |  |       |       |        |  | Less than |       | 2-3   |  | 4-5     |       | More than
|                     |  | Total |       | 1 Year |  | Years     |       | Years |  | 5 Years
|                     |  |       |       |        |  |           |       |       |  |        
|Lease obligations    |  | $     | 4,391 |        |  | $         | 1,055 |       |  | $       | 1,829 |           |  | $ | 1,507 |  |  | $ |  | 
|Employment contracts |  |       | 899   |        |  |           | 501   |       |  |         | 398   |           |  |   |      |  |  |   |  | 
|                     |  |       |       |        |  |           |       |       |  |         |       |           |  |   |       |  |  |   |   | 
|                     |  | $     | 5,290 |        |  | $         | 1,556 |       |  | $       | 2,227 |           |  | $ | 1,507 |  |  | $ |  | 
|                     |  |       |       |        |  |           |       |       |  |         |       |           |  |   |       |  |  |   |   | 

On March 17, 2003, the Companys board of directors authorized the repurchase
of up to $2.0 million of our outstanding common stock. Under the terms of the
repurchase plan, the Company is authorized to make purchases from time-to-time,
either on the open market or through privately negotiated transactions as
conditions warrant, over a period of twelve months. The stock repurchase will
not commence prior to the release of our first quarter 2003 financial results.
Depending on market conditions and other factors, these purchases may be
suspended or resumed at any time or from time-to-time without prior notice.

SPECIAL NOTE REGARDING FORWARD  LOOKING STATEMENTS

Certain statements in this Form 10-Q constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 (the
Reform Act). Such forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual results,
performance or achievements of the Company, or industry results, to be
materially different from any future results, performance, or achievements
expressed or implied by such forward-looking statements. Such factors are
more fully described under the caption Business  Risk Factors in the
Companys Annual Report on Form 10-K for the year ended December 31, 2002,
which should be considered in connection with a review of this report.




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company does not engage in significant activity with respect to market risk
sensitive instruments. Accordingly, our risk with respect to market risk
sensitive instruments is immaterial.




ITEM 4. CONTROLS AND PROCEDURES

Within the ninety days prior to the date of this quarterly report the Companys
Chief Executive Officer and Chief Financial Officer have conducted an
evaluation of the effectiveness of disclosure controls and procedures pursuant
to Rule 13a-14 of the Securities Exchange Act of 1934. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the disclosure controls and procedures are effective in ensuring that all
material information to be filed in this quarterly report has been made known
to them in a timely manner. There have been no significant changes in internal
controls or in other factors that could significantly affect internal controls,
subsequent to the date the Chief Executive Officer and Chief Financial Officer
completed their evaluation.

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PART II OTHER INFORMATION




ITEM 1. LEGAL PROCEEDINGS

Not applicable.




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

| |  |  |      |  |  |                                                                                                                        
| |  |  | ---- |  |  | -----------------------------------------------------------------------------------------------------------------------
| |  |  | 99.1 |  |  | Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| |  |  |      |  |  |                                                                                                                        
| |  |  | 99.2 |  |  | Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)  Reports on Form 8-K

Current report on Form 8-K dated April 3, 2003, reporting the Companys results
of operations for the quarter and year ended December 31, 2002 and the approval
by the Companys board of directors of a stock repurchase plan.

SIGNATURES

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

| |  |                                                                                     |  | 
| |  | ----------------------------------------------------------------------------------- |  | 
| |  | AMERICAN BANK NOTE
HOLOGRAPHICS, INC.                                               |  | 
| |  |                                                                                     |  | 
| |  | By: /s/ Kenneth H. Traub                                                            |  | 
| |  |                                                                                     |  | 
| |  | Kenneth H. Traub
President and Chief Executive Officer                              |  | 
| |  |                                                                                     |  | 
| |  | By: /s/ Alan Goldstein                                                              |  | 
| |  |                                                                                     |  | 
| |  | Alan Goldstein
Vice President,
Chief Financial Officer and
Chief Accounting Officer |  | 

Date: May 14, 2003

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CERTIFICATIONS PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Kenneth H. Traub, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of American Bank Note
Holographics, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 14, 2003

|                                                                             |  | 
|---------------------------------------------------------------------------- |  | 
|/s/ Kenneth H. Traub

Kenneth H. Traub
President and Chief Executive Officer |  | 

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CERTIFICATIONS PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Alan Goldstein, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of American Bank Note
Holographics, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 14, 2003

|                                                                                                        |  | 
|------------------------------------------------------------------------------------------------------- |  | 
|/s/ Alan Goldstein

Alan Goldstein
Vice President, Chief Financial Officer and Chief Accounting Officer |  | 

14