<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               -----------------

                                   FORM 10-K/A
                                 Amendment No. 1


[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

                   For the fiscal year ended December 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: 1-3410

                            -----------------

                          AMERICAN BANKNOTE CORPORATION
             (Exact name of registrant as specified in its charter)

             Delaware                                            13-0460520
 (State or other jurisdiction of                              (I.R.S. Employer
  Incorporation or organization)                             Identification No.)


 560 Sylvan Avenue, Englewood Cliffs, New Jersey                    07632
 (Address of principal executive offices)                         (Zip Code)

       Registrant's telephone number, including area code: (201) 568-4400

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

   Title of each class:                     Name of exchange on which registered

Common Stock, par value $.01 per share                       OTC-BB
Series 1 Warrants                                            OTC-BB
Series 2 Warrants                                            OTC-BB

         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 requirements for the past 90 days. Yes [ X ] No [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2). Yes [ ] No [X]

         The aggregate market value of the registrant's common stock held by
non-affiliates of the registrant on June 30, 2003, the last day of the
registrant's most recently-completed second fiscal quarter, was $639,587,

<PAGE>

based upon the average bid and asked price of such common stock as reported by
the OTC Bulletin Board. For purposes of this calculation, only executive
officers and directors are deemed to be affiliates of the registrant.

         Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [X] No[___]

         As of April 30, 2004, 11,770,815 shares of the registrant's common
stock were outstanding.

                      Documents incorporated by reference:
                                      None

         All capitalized terms used but not defined herein shall have the
meanings set forth in the Registrant's Annual Report on Form 10-K, dated March
30, 2004, for the year ended December 31, 2004.

         The Registrant hereby amend its Annual Report on Form 10-K, dated March
30, 2004, for the year ended December 31, 2003 by adding the following Items 11,
12 and 13 of Part III thereto.
<PAGE>

                                    PART III
                                    --------

ITEM 11. EXECUTIVE COMPENSATION.

                    COMPENSATION OF NAMED EXECUTIVE OFFICERS

         The table below contains information about the annual and long-term
compensation for services rendered in all capacities for the three years ended
December 31, 2003, 2002 and 2001 for the Chief Executive Officer and each of the
four other most highly compensated executive officers of American Banknote
Corporation (the "Parent") as of December 31, 2003 whose salary and bonus
together exceeded $100,000 in 2003. These persons are sometimes referred to as
the "named executive officers."

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                       Annual Compensation                     Awards                 Payouts
                                       -------------------                     ------                 -------
                                                                                                               All Other
                                                       Other Annual   Restricted    Securities     LTIP       Compensation
Name and Principal             Salary       Bonus      Compensation     Stock       Underlying    Payouts     ($)(2)(3)(4)
     Position         Year       ($)         ($)         ($) (1)       Award(s)    Options/SARS     ($)            (i)
        (a)           (b)        (c)         (d)           (e)            (f)          (g)          (h)

<S>                   <C>     <C>           <C>           <C>          <C>          <C>            <C>            <C>
Steven G. Singer      2003    467,500       233,748(6)    18,795(7)         --           --         --            10,356
Chairman and Chief    2002    422,579       294,108(6)    13,396(7)         --      150,000         --            12,086
Executive Officer     2001    357,516       243,750(6)    12,875(7)         --           --         --             7,054


Sidney Levy           2003    200,810       280,340      160,331(5)         --           --         --               --
Director and          2002    189,786       231,542      161,810(5)         --      125,000         --               --
President Of ABNB     2001    201,550       274,659      169,410(5)         --           --         --               --


Patrick J. Gentile    2003    264,000       132,000       22,699(8)         --           --         --            8,798
Executive Vice        2002    247,064       151,556(6)    22,699(8)         --      125,000         --            8,995
President -           2001    222,361       123,750(6)    22,699(8)         --           --         --            8,326
Finance and Chief
Financial Officer

David M. Kober        2003    154,500        46,350           --            --           --         --            2,136
Vice President and    2002     52,083        24,505(6)        --            --       25,000         --            1,409
General Counsel
(9)

Craig D. Weiner       2003     92,437        19,300(6)        --            --           --         --            1,816
Acting Treasurer
and Director of
Financial Reporting
</TABLE>

         (1)  With the exception of Mr. Levy, the value of each of the named
              executive officer's perquisites did not exceed the threshold for
              disclosure established under Regulation S-K.
         (2)  Amounts shown for 2003 include allocable costs of life insurance
              for Mr. Singer ($7,080), Mr. Gentile ($6,796), Mr. Kober ($1,416)
              and Mr. Weiner ($1,204), and allocable costs of long term
              disability for Mr. Singer ($3,276), Mr. Gentile ($2,002), Mr.
              Kober ($720) and Mr. Weiner ($612).
         (3)  Amounts shown for 2002 include allocable costs of life insurance
              for Mr. Singer ($8,810), Mr. Gentile ($6,993) and Mr. Kober
              ($992), and allocable costs of long term disability for Mr.
              Singer ($3,276), Mr. Gentile ($2,002) and Mr. Kober ($417).
         (4)  Amounts shown for 2001 include (i) contributions to the Parent's
              defined contribution Retirement Plan for Mr. Singer ($3,708) and
              Mr. Gentile ($6,219), (ii) allocable costs of life insurance
              for Mr. Singer ($70) and Mr. Gentile ($105) and (iii) allocable
              costs of long term disability for Mr. Singer ($3,276) and
              Mr. Gentile ($2,002).
         (5)  Amounts payable to Mr. Levy include: (i) payments of $96,000, per
              year in 2003, 2002, and 2001 respectively, pursuant to his
              Consulting Agreement with the Parent and (ii) reimbursement of Mr.
              Levy's annual school and apartment allowances of $64,331 in 2003,
              $65,810 in 2002 and $73,410 in 2001.


<PAGE>
         (6)  Bonuses payable to Messrs Singer, Gentile, Kober and Weiner
              pursuant to a 2003 incentive bonus program, Messrs Singer,
              Gentile and Kober pursuant to a 2002 incentive bonus program and
              Messrs Singer and Gentile pursuant to a 2001 incentive bonus
              program, were approved by the Compensation Committee, and based
              upon objective performance criteria. The calculations of the
              bonus pursuant to such programs with respect to 2003 were
              reviewed, approved and paid by the Compensation Committee in
              February 2004, with respect to 2002 were reviewed, approved and
              paid by the Compensation Committee in March 2003, and with
              respect to 2001 were reviewed, approved and paid by the
              Compensation Committee in March 2002.
         (7)  Amounts shown in 2003, 2002 and 2001 represent Mr. Singer's
              compensation for services rendered as a non-employee director of
              Leigh-Mardon, the Parent's Australian subsidiary. Fees for 2003
              relating to LM were deferred and paid to Mr. Singer in March 2004
              in the amount of $18,796.
         (8)  Represent the first, second and third installments on the loan
              forgiven by the Parent to Mr. Gentile pursuant to his employment
              arrangement.
         (9)  Mr. Kober was named Vice President and General Counsel on May 31,
              2002 and served on a part-time basis until the end of 2002
              whereupon he assumed full time duties for his position commencing
              2003.

                    OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

         No options or stock appreciation rights ("SARS") were granted in 2003.

         Under the Plan of reorganization, the Parent was authorized to issue
Management Incentive Options to certain employees and consultants of the
reorganized Parent and its subsidiaries, following the Effective Date, pursuant
to the Parent's 2002 Management Incentive Plan (the "Incentive Plan"). Such
Management Incentive Options permit recipients to purchase shares of New Common
Stock at an option strike price of $2.50 per share, upon the terms and
conditions set forth in the Incentive Plan. The Incentive Plan permits the
issuance of Management Incentive Options to purchase up to 1,117,700 shares or
approximately 8.1% of the New Common Stock on a fully diluted basis. Unless
otherwise determined by the Board of Directors upon issuance, the options will
be scheduled to expire on the earlier of (i) 10 years after the initial grant,
(ii) 90 days after termination of employment for any reason other than death,
disability, retirement or cause, (iii) one year after termination of employment
by reason of death, disability or retirement or (iv) termination of employment
for cause. On September 12, 2002, the Board of Directors of the Parent approved
a grant of 780,000 Management Incentive Options to certain key employees. The
options are scheduled to vest in three equal annual installments on December 31,
2002, 2003 and 2004, respectively and are conditioned upon meeting specific
performance goals as set by the Board of Directors.

         Pursuant to the Plan of reorganization all options to purchase
securities of the Predecessor Company existing prior to commencement of the
Parent's Chapter 11 Proceeding were cancelled upon consummation of the Plan.

         No stock options or SARs were granted to or exercised by the named
executive officers during 2003 and 2001. The following table sets forth for each
of the named executive officers: (a) the number of shares of Common Stock
acquired upon the exercise of options during 2003; (b) the value realized from
options exercised during 2003; (c) the number of options held as of December 31,
2003, both exercisable and unexercisable; and (d) the value of such options as
of that date.
<PAGE>

             AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
                            FY-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
                                                               Number of
                                                          Securities Underlying           Value of Unexercised
                            Shares                     Unexercised Options/SARs at    In-the-Money Options/SARs at
                         Acquired on       Value           Fiscal Year End (#)             Fiscal Year End ($)
                           Exercise      Realized      ---------------------------    -----------------------------
Name                         (#)            ($)        Exercisable    Unexercisable    Exercisable    Unexercisable
                         ------------    ---------     -----------    -------------    -----------    -------------
<S>                          <C>            <C>          <C>            <C>                 <C>           <C>
Steven G. Singer               --            --          100,000        50,000                --            --
Sidney Levy                    --            --           83,333        41,667                --            --
Patrick J. Gentile             --            --           83,333        41,667                --            --
David M. Kober                 --            --           16,667         8,333                --            --
Craig D. Weiner                --            --            6,667         3,333                --            --
</TABLE>

All options to purchase securities of the Parent issued pursuant to any option
plan existing prior to commencement of the Parent's Chapter 11 Proceeding were
cancelled upon consummation of the Plan.

              LONG TERM INCENTIVE PLANS AWARDS IN LAST FISCAL YEAR

         No LTIP awards were made to any of the named executive officers in the
Summary Compensation Table.

         In March 2002, the Compensation Committee adopted a long term
management incentive program called the Equity and Cash Improvement Program,
("ECIP"). The purpose of the ECIP is to more closely align the interests of
certain executive officers, the Parent's local management team and certain
consultants with those of the Parent's stockholders. Under the ECIP, objective
bonus criteria have been established, based upon specific calculable performance
targets within four categories of transactions: (a) acquisitions, mergers or
joint ventures requiring little cash investment; (b) sale of assets or
subsidiaries; (c) equity creation by debt buy-in; and (d) equity investment.

         The Compensation Committee identified the above transactions for the
purpose of establishing three priorities following the Company's reorganization:
(1) operating, maintaining and managing returns from the Parent's existing
business units; (2) generating substantial cash for the purpose of reducing the
principal amount of its public and subsidiary level indebtedness; and (3)
realizing long-term value for all stakeholders through strategic transactions
that do not require significant cash investment.

                              EMPLOYMENT AGREEMENTS

         Mr. Steven G. Singer was appointed Chief Executive Officer and Chairman
of the Board of Directors on November 21, 2000, and serves pursuant to an
employment agreement with the Parent with an initial term ending on April 1,
2004. Initially, in November 2000, the Parent's agreement with Mr. Singer
provided for a base rate of $180,000 per annum and did not require his services
full time. During early 2001, it was determined that Mr. Singer's services were
required full time, and an employment agreement was entered into as of April 1,
2001, with an initial base salary of $390,000 per annum. In March 2002, the
Compensation Committee increased Mr. Singer's base salary to $425,000 per annum.
In January 2003, the Compensation Committee increased Mr. Singer's base salary
to $467,500 per annum. Mr. Singer's employment agreement is subject to automatic
two-year extensions, unless advance notice of non-renewal is given. The
agreement provides for his engagement as Chairman of the Board and Chief
Executive Officer of the Parent and each of its major operating subsidiaries.

         In the event Mr. Singer's employment with the Parent is terminated or
not renewed by the Parent other than for cause or is terminated by Mr. Singer
for "good reason" (as defined in the employment agreement), Mr. Singer is
entitled to receive a lump sum payment equal to three years of the base salary
in effect on the date of termination, and the continuation of medical, dental,
life and other insurance coverage called for in the agreement for a period of
three years. In addition, all stock options that may be issued to Mr. Singer
will become vested and exercisable. The agreement also provides that each year,
the Compensation Committee of the Board of Directors shall establish a bonus
plan based on achievement of specified performance targets. The target bonus
amount is 50% of base salary in 2001 and 2002 and 55% in 2003, based upon 100%
achievement of the performance targets established. The bonus plan also includes
provisions for payment of a range of bonus amounts, both above (up to 75% of
base salary) and below the target bonus amount, depending upon actual
performance relative to the specified performance targets, and requires, at a
minimum, that
<PAGE>

85% of such performance targets be achieved for any partial bonus to be paid.
The target bonus program for Mr. Singer for 2003 remained unchanged from 2002
and 2001.

         Mr. Sidney Levy serves pursuant to an employment agreement with
American Bank Note Company Grafica e Servicos Ltda, the Parent's 77.5% owned
Brazilian subsidiary. The term of the agreement, as amended, ends on January 1,
2008. Mr. Levy's employment agreement is subject to an automatic two year
extension, unless advance notice of non-renewal is given. The agreement
provides for his engagement as President and General Manager of ABNB and a base
salary determined in local currency and adjusted for inflation plus an
additional fixed amount of $48,000 per annum. The US Dollar equivalent for the
year ended December 31, 2003 was approximately $201,000. In addition, for 2001,
2002 and 2003, Mr. Levy participated in a target bonus plan at ABNB pursuant to
which he became eligible for a performance bonus based upon criteria established
by the Parent. In the event his current employment agreement is not renewed, Mr.
Levy will be entitled to enter into a two-year consulting agreement with ABNB at
an annual rate not lower than one half of his then annual base salary. In the
event Mr. Levy's employment is terminated other than for cause, or is terminated
by Mr. Levy for "good reason" or as a result of a "change in control" (as
defined in the agreement), then he will be entitled to receive a severance
payment equal to twice his then annual base salary, (plus any accrued incentive
bonus), as well as a continuation of medical benefits and pension fund
contributions for a two year period.

         The Parent also has a consulting agreement with Mr. Levy, the term of
which as amended, ends on January 1, 2008. The agreement provides for Mr. Levy
to assist and advise the Parent in its business affairs, and to keep it aware of
business opportunities and changes in the business environment that may impact
the Parent's interests. Mr. Levy receives $96,000 per annum for these consulting
services. In the event the consulting agreement is not renewed, Mr. Levy will be
entitled to enter into a new two-year consulting agreement with the Parent, at
an annual rate not lower than $48,000. In the event that the Company fails to
renew the consulting agreement or terminates Mr. Levy other than for cause, then
Mr. Levy shall receive a lump sum payment equal to two years of annual
consulting fees.

         In January 2001, the Parent entered into a Stock Purchase and Sale
Agreement with Mr. Levy whereby he could purchase a 1.6% interest in ABNB, for
an aggregate purchase price of approximately $0.6 million. The sale was
contingent upon consummation of the Plan. However, as a result of the delay in
consummating the Parent's Plan, and the subsequent devaluation of the Real, the
Parent and Mr. Levy agreed on December 12, 2001 to terminate such agreement.

         Under a separate agreement dated December 12, 2001, ABNB agreed to an
incentive bonus arrangement with Mr. Levy, which would entitle Mr. Levy to a
cash bonus based upon a success formula in the event that ABNB is sold by the
Parent during Mr. Levy's employment as President of ABNB.

         Mr. Patrick J. Gentile serves as Executive Vice President and Chief
Financial Officer, pursuant to a letter agreement with the Parent dated January
29, 1999, and an additional agreement dated November 13, 2000. The letter
agreement provided for a base compensation of $185,000 per annum, which was
increased by the Board of Directors to $220,000 per annum effective November 15,
2000. In March 2002, the Compensation Committee increased Mr. Gentile's salary
to $240,000 per annum effective retroactively to January 1, 2002. In January,
2003 the Compensation Committee increased Mr. Gentile's salary to $264,000 per
annum retroactively to January 1, 2003. In the event that his employment is
terminated by the Parent for any reason other than "For Cause," as defined in
the letter, or at his initiative, the Parent will continue his salary for two
years with benefits or, at his option, pay him a lump sum equal to two years of
the base salary in effect on the date of termination, without benefits. The
agreement also provides that Mr. Gentile will participate in any Compensation
Committee approved incentive bonus program at a target bonus level commensurate
with other senior managers of the Company. For the year 2001, the Parent
established a bonus plan for Mr. Gentile based on achievement of specified
performance targets. The target bonus amount was 45% of base salary, based upon
100% achievement of the performance targets established. The bonus plan also
included a provision for payment of a range of bonus amounts, both above (up to
67.5% of base salary) and below the target bonus amount, depending upon actual
performance relative to the specified performance targets, and required, at a
minimum, that 85% of such performance targets be achieved for any partial bonus
to be paid. The target bonus program for Mr. Gentile for 2002 remained unchanged
from 2001. In 2003, the target bonus percentage was raised from 45% to 50% of
base salary. The bonus plan for 2003 included a provision for payment of a range
of bonus amounts (up to 75% of base salary) and below the target bonus amount,
depending upon actual performance relative to the specified performance targets,
and required, at a minimum, that 85% of such performance targets be achieved for
any partial bonus to be paid.
<PAGE>

         Mr. David M. Kober serves as Vice President and General Counsel,
effective May 31, 2002. For the years 2003 and 2002, the Parent established a
bonus plan for Mr. Kober based on achievement of specified performance targets.
The target bonus amount was 30% of base salary, based upon 100% achievement of
the performance targets established. The bonus plan also included a provision
for payment of a range of bonus amounts, both above (up to 45% of base salary)
and below the target bonus amount, depending upon actual performance relative to
the specified performance targets, and required, at a minimum, that 85% of such
performance targets be achieved for any partial bonus to be paid. In 2002, Mr.
Kober's bonus was prorated for his partial year of service.

         Mr. Craig D. Weiner serves as Acting Treasurer and Director of
Financial Reporting, effective September 5, 2002. for the year 2003, the Parent
established a bonus plan for Mr. Weiner based on achievement of specified
performance targets. The target bonus amount was 20% of base salary, based upon
100% achievement of the performance targets established. The bonus plan also
included a provision for payment of a range of bonus amounts, both above (up to
30% of base salary) and below the target bonus amount, depending upon actual
performance relative to the specified performance targets and required, at a
minimum, that 85% of such performance targets be achieved for any partial bonus
to be paid. In 2002, Mr. Weiner's base salary and bonus were below the threshold
of required disclosure established under Regulation S-K.

                           REPRICING OF OPTIONS/SARS

         There were no repricing of Options/SARs in 2003.

                                 RETIREMENT PLAN

         Effective April 1, 1994, the Board of Directors approved a supplemental
retirement plan for certain executives and management employees of the Parent
(the "SERP"). In general, the SERP provides that a participant retiring at age
65 will receive a monthly retirement benefit equal to an amount determined, in
the case of the Parent's retired senior executives, and including current
executives Mr. Singer and Mr. Gentile, by multiplying the participant's "final
average compensation" (as defined in the SERP) by a percentage equal to 3% for
each of the first ten years plus 1.5% for each of the next twenty years of
service, or for junior level executives, by a percentage equal to 2% for each of
the first ten years, 1.5% for each of the next ten years and 1% for each of the
next ten years. The result of the computation is decreased by a participant's
Social Security benefits and any amounts available from the participant's
pension or profit sharing plan from the Parent or its predecessors. The
retirement income is to be paid at normal or deferred retirement dates for life
only with the appropriate actuarial reduction of a joint and survivor election.
Early retirement benefits are available with a reduction of 2% for each year
less than age 62. No benefit will be provided prior to a participant achieving
age 55 and 10 years of service. All participants will receive credit for past
service to the Parent or any of its wholly owned subsidiaries. Compensation in
excess of $506,843 as of April 1, 2003 (increased by 6% on each plan anniversary
date), will not be considered when calculating plan benefits. However, as
provided for in the employment contract of Morris Weissman, the Parent's former
Chief Executive Officer, his benefit in the SERP was calculated based upon
compensation of $800,000.

         In the first quarter of 2004, the Parent notified former pre-petition
participants of the SERP that due to cash flow constraints it would indefinitely
suspend any future payments until further notice under the SERP. One of the
participants has formally filed a notice of default. The Parent intends to enter
into discussions with various participants in an attempt to settle payments due
under the SERP in an effort to avoid litigation. However there can be no
assurance that a successful outcome between the parties can be achieved.

         The following table shows the estimated annual benefit payable to
employees in various compensation and years of service categories based upon the
senior executive accrual rates. The estimated benefits apply to an employee
retiring at age sixty-five in 2002 who elects to receive his or her benefit in
the form of a single life annuity. These benefits would be reduced by any
<PAGE>
benefits attributable to the Parent's (and its predecessor's) contributions
(and the earnings thereon) to pension and/or profit sharing plans and social
security.

                               PENSION PLAN TABLE

<TABLE>
<CAPTION>
Final Average                                             Years Of Service
Compensation                  --------------------------------------------------------------------------
-------------                     10              15            20               25               30
                              --------        --------       --------         --------         ---------
<S>                           <C>             <C>            <C>              <C>              <C>
  $125,000                    $ 37,500        $ 46,875       $ 56,250         $ 65,625         $ 75,000
   150,000                      45,000          56,250         67,500           78,750           90,000
   175,000                      52,500          65,625         78,750           91,875          105,000
   200,000                      60,000          75,000         90,000          105,000          120,000
   225,000                      67,500          84,375        101,250          118,125          135,000
   250,000                      75,000          93,750        112,500          131,250          150,000
   300,000                      90,000         112,500        135,000          157,500          180,000
   400,000                     120,000         150,000        180,000          210,000          240,000
   506,843                     152,053         190,065        228,079          266,093          304,106
</TABLE>

                 DIRECTOR COMPENSATION AND CONSULTING CONTRACTS

         In November 2000, the Board of Directors elected Mr. Gerald Goldsmith
as Chairman Emeritus of the Board and he became a consultant to the Parent, at
the rate of $10,000 per month, subject to Compensation Committee ratification.
In July 2001, the Parent and Mr. Goldsmith agreed to terminate Mr. Goldsmith's
consulting fees. Mr. Goldsmith was awarded a participation in the Company's
restructuring bonus pool at a $100,000 level, which was fully paid over a
36-month period commencing in January 2001 and ending December 31, 2003.

         The Parent did not pay Directors' fees and did not (nor does it
presently) provide any Director retirement benefits. In March 2002, the
Compensation Committee ratified a program to pay non-employee director fees
retroactive to January 1, 2002. Under the program, which remains in effect, each
non-employee director receive $12,000 per annum for serving on the Board. The
non-employee directors receive a $250 fee for each formal committee meeting
attended limited to only one fee in the event multiple meetings are held on the
same day. An additional $250 per year fee is received for membership on each
committee, with the exception of $500 per year paid to each committee chairman.

           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         The Compensation Committee is comprised of Mr. Steele (Chairman), Mr.
Goldsmith and Mr. Van Dyke, none of whom is an employee of the Company. As
discussed above, however, Mr. Goldsmith did serve as a consultant to the Company
for a portion of 2001, and was paid for such consulting services at a rate of
$10,000 per month. In addition, in July 2001, when such consulting arrangement
was terminated, Mr. Goldsmith was awarded a participation in the Company's
restructuring bonus pool at a $100,000 level, which was fully paid over a
36-month period commencing in January 2001 and ending December 31, 2003.

             COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

         The Parent did not have a Compensation Committee subsequent to the
filing of a petition for reorganization relief under Chapter 11 of the United
States Bankruptcy Code, on December 8, 1999. Subsequent to the confirmation of
the Plan and prior to April 2001, compensation agreements and plans subject to
Compensation Committee action were instead addressed by the full Board of
Directors.

         In April 2001, the Board of Directors established a Compensation
Committee and delegated to the Compensation Committee, among other things,
authority over all compensation and employee benefit matters, including
executive and senior management compensation matters. The committee seeks to
balance the interests of its stockholders and creditors with the Parent's need
to attract and retain effective members of management. As such, the
<PAGE>
administration of executive and senior management compensation programs and
development of compensation policy and philosophy fall within the authority of
the Compensation Committee. The Compensation Committee undertakes this role by
reviewing and approving compensation issues for the Parent's executives and
senior management. The Compensation Committee is comprised of Mr. Steele
(Chairman), Mr. Goldsmith and Mr. Van Dyke, none of whom is an employee of the
Company.

         In January 2004, the Compensation Committee met to review and approve
the actual corporate performance as set forth in the 2003 approved incentive
bonus program. The actual 2003 performance achieved was 85% relative to the
specified performance targets set by the Compensation Committee under the
program. At this level, the management group would have received approximately
25% of their target bonus. However, the Compensation Committee reviewed the
extenuating circumstances which gave rise to the performance target not being
achieved, most notably the refusal by the USDA to pay $1.5 million under its
distribution agreement with ABN. Additionally, the Compensation Committee
reviewed the overall performance of the senior management group in 2003 in terms
of the ongoing improvement of the Company's capital structure. As a result, in
light of the fine work performed by management in 2003, the Compensation
Committee decided to authorize bonuses based upon achieving 100% of the
performance target. This resulted in approved bonus awards as a percentage of
base salary and in dollar amounts, respectively for each of the named executives
for the year 2003 as follows: Mr. Singer - 50% and $233,748, Mr. Gentile - 50%
and $132,000 Mr. Kober - 30% and $46,350 Mr. Weiner - 20% and $19,300. The
approved awards were paid in February 2004.

         Chief Executive Officer Compensation
         ------------------------------------

         The Compensation Committee reviews the compensation arrangement for our
Chief Executive Officer at least annually, typically in the first quarter of the
fiscal year. Mr. Singer's employment agreement has an initial term ending April
1, 2004 and is subject to automatic two-year extensions unless advance notice of
non-renewal is given. The Compensation Committee did not inform Mr. Singer of
non-renewal by written notice thirty days prior to the April 1, 2004 termination
date, and therefore, Mr. Singer's employment agreement was automatically renewed
for a period of two years through April 1, 2006. The terms under Mr. Singer's
employment as more fully described under the heading "Employment Agreements"
provide for the payment of a base salary subject to annual review by the
Compensation Committee and a bonus program based upon specified financial
performance targets. In reviewing Mr. Singer's employment agreement, the
Compensation Committee considers aligning the long-term interests of
stockholders and creditors taking into consideration the fair market value of
the services being provided by Mr. Singer as CEO. The compensation Committee
also reviews other factors, including but not limited to Mr. Singer's individual
performance and contribution to the Company, and competitive pay practices and
incentive awards as compared to comparable companies and Mr. Singer's peers. The
Compensation Committee believes that Mr. Singer provides strong leadership to
the Company and has been instrumental in improving the Company's financial,
operation and strategic position.

         In making its compensation decisions with respect to Mr. Singer, the
Compensation Committee exercised its discretion and judgment based on the above
factors, relying on a balanced review of qualitative factors and quantitative
criteria and results. No specific formula was applied to determine the weight of
each factor. In fiscal 2003, Mr. Singer's contractual base compensation was
$467,500. Mr. Singer was also paid a year bonus under his employment agreement
of $233,748.
<PAGE>

         Compensation Philosophy
         -----------------------

         The fundamental policy of the Compensation Committee is to support the
Board in fulfilling its oversight responsibilities relating to senior management
performance, compensation and succession and to endeavor to align total
compensation for Mr. Singer and the other executives with the long-term
interests of stockholders while at the same time being mindful of the fair
market value for the services being provided by such executives. Therefore, the
compensation package for each executive officer is comprised of three different
elements: (1) base salary which is designed primarily to be competitive with
salary levels in the industry; (2) cash bonuses which reflect the achievement of
measurable quantitative objectives and goals; and (3) long-term incentive plans
which strengthen the mutuality of interest between the executive officers and
our stockholders.

         Factors
         -------

         The principal factors (together with the factors specified above with
respect to Mr. Singer) that the Compensation Committee considered with respect
to each executive officer's compensation for fiscal 2003 are summarized below.
The Compensation Committee may, however, in its discretion, apply entirely
different factors for executive compensation in future years.

         Base Salary
         -----------

         The base salary for each executive officer is specified in his
respective employment agreement and is reviewed annually at the beginning of
each year and was determined on the basis of the following factors: experience,
expected personal performance, the salary levels in effect for comparable
positions within and outside the industry and internal and external base salary
comparability considerations. The weight given to each of these factors differed
from individual to individual, as the Compensation Committee and the board of
directors believed appropriate.

         Bonus
         -----

         Bonus represents the variable component of the executive compensation
program that is tied to the Company's performance. In determining bonuses, the
Compensation Committee considers factors such as relative performance of the
Company during the year as compared to the achievement of specified performance
targets. The target bonus amount for each executive is based upon the
individual's contribution to the Company's performance and the need to attract,
retain and motivate high quality executives.

         Long-Term Incentive Compensation
         --------------------------------

         Long-term incentives are provided through grants of stock options and
the previously discussed Equity and Cash Program ("ECIP"). The grants are
designed to align the interests of each executive officer with those of the
stockholders and provide each individual with a significant incentive to manage
the Company from the perspective of an owner with an equity stake. Each option
grant allows the individual to acquire shares of our common stock at a fixed
price per share over a specified period of time up to ten years. Each option
generally becomes exercisable in installments over a three year period.
Therefore, the option grant will provide a return to the executive officer only
if the executive officer remains employed by the Company during the vesting
period, and then only if the market price of the underlying shares appreciates.
The number of shares subject to each option grant is set at a level intended to
create meaningful opportunity for appreciation based on the executive officer's
current position with the Company, the size of comparable awards made to
individuals in similar positions and the individual's personal performance in
recent periods. The Compensation Committee also considers the number of unvested
options held by the executive officer in order to maintain an appropriate level
of equity incentive for that individual. However, the Compensation Committee
does not adhere to any specific guidelines as to the relative option holdings of
our executive officers.

         With respect to the ECIP, its purpose is to more closely align the
interests of certain executive officers, the Parent's local management team and
certain consultants with those of the Parent's stockholders. Under the ECIP,
objective bonus criteria have been established, based upon specific calculable
performance targets within four categories of transactions: (a) acquisitions,
mergers or joint ventures requiring little cash investment; (b) sale of assets
or subsidiaries; (c) equity creation by debt buy-in; and (d) equity investment.

                               C. Gerald Goldsmith
<PAGE>

                                Raymond L. Steele

                               Steven A. Van Dyke

                                PERFORMANCE GRAPH

         The following performance graph compares the Parent's cumulative total
stockholder return from December 31, 1998 through December 31, 2003 to that of
the Media General Composite, a broad equity market index, and a peer group index
selected by the Parent.

         Because the Company is involved in a wide variety of businesses,
including security printing, and credit and telephone cards, and approximately
85% of its sales are derived from Latin America, Australia and France, no
published peer group closely reflects the Company's overall business or matches
the relative contributions of those businesses to the Company's overall
performance. The following companies have been included in the customized peer
group index: Bowne & Co., Inc., Deluxe Corporation, John H. Harland Co., Moore
Corp. and The Standard Register Company. The customized peer group index assumes
an equal investment in each of the constituent companies' common stock.

         The graph assumes simultaneous $100 investments on December 31, 1998,
with initial valuations based upon stock prices as of the close of the relevant
markets on such date, in the Parent's Common Stock and in each index. The
comparison assumes that all dividends are reinvested. Stock price performances
shown on the graph are not indicative of future price performance. This data was
furnished by Media General Financial Services.

 CUMULATIVE TOTAL RETURN AMONG AMERICAN BANKNOTE CORPORATION, PEER GROUP INDEX,
  AND COMPOSITE BROAD MARKET INDEX FROM DECEMBER 31, 1998 TO DECEMBER 31, 2003

                           [PERFORMANCE GRAPH OMITTED]


                     ASSUMES $100 INVESTED ON JAN. 01, 1999
                          ASSUMES DIVIDEND REINVESTED
                        FISCAL YEAR ENDING DEC. 31, 2003

<TABLE>
<CAPTION>
                                    Dec. 31    Dec. 31,      Dec. 31,     Dec. 31,     Dec. 31,  Dec. 31
                                      1998       1999          2000         2001         2002      2003
                                    -------    --------      --------     ---------   ---------  --------
<S>                               <C>          <C>           <C>          <C>          <C>           <C>
American Banknote Corporation     $ 100.0      $  3.48       $  2.78      $  0.28      $  3.48       $ 28.52
Peer Group Index                  $ 100.0      $ 75.91       $ 65.13      $112.53      $114.69       $135.99
Media General Composite           $ 100.0      $121.99       $110.12      $ 97.50      $ 77.45       $103.11
</TABLE>

Due to the closely held nature of the Company's Common Stock, the cumulative
total return of the Company in the above performance graph is highly speculative
and may not provide a meaningful comparison against the Peer Group Index and the
Media General Composite.
<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS.

         The following table reflects the equity securities of the Parent
beneficially owned on April 25, 2004 by (i) each director of the Parent, (ii)
each of the executive officers as set forth above in the Summary Compensation
Table, (iii) all directors and executive officers as a group and (iv) each other
person known by the Parent to own more than 5% of any class of equity securities
of the Parent. The address of each director and executive officer is c/o
American Banknote Corporation, 560 Sylvan Avenue, Englewood Cliffs, New Jersey
07632.

<TABLE>
<CAPTION>
                                                                  Amount and                 Percentage of
     Class                          Name of                        nature of                      Class
      of                          Beneficial                      Beneficial                 Beneficially
     Title                           Owner                     Ownership (1)(2)                  Owned
--------------------       -----------------------            -----------------             ---------------
<S>                        <C>                                       <C>                          <C>
Common Stock               James Dondero (3)                         2,012,576                     16.4%
                           C. Gerald Goldsmith                              23                         *
                           Sidney Levy                                  83,757                         *
                           Lloyd I. Miller III (4)                     837,205                      6.8%
                           Steven G. Singer (5)                      2,263,690                     18.4%
                           Raymond L. Steele                                 -                      0.0%
                           Steven A. Van Dyke (6)                    5,187,253                     42.2%
                           Patrick J. Gentile                           83,804                         *
                           David M. Kober                               16,667                         *
                           Craig D. Weiner                               6,667                         *
                                                              ----------------- -------------------------
                           All directors and
                           executives officers
                           as a group (10 persons)                  10,491,642                     85.4%

Series 1 Warrants          James Dondero (3)                                 -                      0.0%
                           C. Gerald Goldsmith                               8                         *
                           Sidney Levy                                     144                         *
                           Lloyd I. Miller III (4)                      11,948                      3.8%
                           Steven G. Singer (5)                          9,695                      3.1%
                           Raymond L. Steele                                 -                      0.0%
                           Steven A. Van Dyke (6)                       39,421                     12.7%
                           Patrick J. Gentile                              160                         *
                           David M. Kober                                    -                      0.0%
                                                              ----------------- -------------------------
                           All directors and
                           executives officers
                           as a group (10 persons)                      61,376                     19.7%

Series 2 Warrants          James Dondero (3)                                 -                      0.0%
                           C. Gerald Goldsmith                               8                         *
                           Sidney Levy                                     144                         *
                           Lloyd I. Miller III (4)                      11,948                      3.8%
                           Steven G. Singer (5)                          9,695                      3.1%
                           Raymond L. Steele                                 -                      0.0%
                           Steven A. Van Dyke (6)                       39,421                     12.7%
                           Patrick J. Gentile                              160                         *
                           David M. Kober                                    -                      0.0%
                                                              ----------------- -------------------------
                           All directors and
                           executives officers
                           as a group (10 persons)                      61,376                     19.7%
</TABLE>

         (1)  Unless otherwise indicated, each stockholder has sole investment
              and voting power.
         (2)  Beneficial ownership includes Common Stock issuable upon exercise
              of stock options that are exercisable within the next 60 days for
              the following executive officers: Mr. Levy--83,333 shares; Mr.
              Singer--100,000 shares; Mr. Gentile--83,333 shares, Mr. Kober--
              16,667 shares Mr. Weiner 6,667 shares; and all
<PAGE>
              directors and executive officers as a group (11 persons)--290,000
              shares in the aggregate.

         (3)  Mr. Dondero may be deemed to beneficially own these securities due
              to his majority ownership of Highland Capital Management, L.P.,
              which acts as the Investment Advisor for Prospect Street High
              Income Portfolio, Inc., a closed end mutual fund which directly
              holds all of these securities.
         (4)  Mr. Miller directly holds 11,008 shares of New Common Stock, as
              well as 3,742 of the Series 1 Warrants, and 3,742 of the Series 2
              Warrants. Mr. Miller is the manager of Milfam LLC, an Ohio limited
              liability company which is the managing general partner of Milfam
              I, L.P., and Milfam II, L.P., both Georgia limited partnerships.
              Milfam I, L.P. directly holds 503,752 shares of New Common Stock,
              as well as 209 of the Series 1 Warrants, and 209 of the Series 2
              Warrants. Milfam II, L.P. directly holds 353 shares of New Common
              Stock, as well as 62 of the Series 1 Warrants, and 62 of the
              Series 2 Warrants. Mr. Miller is the advisor to Trust A-4 and
              Trust C, which were created pursuant to an Amended and Restated
              Trust Agreement dated September 20, 1983. Trust A-4 directly holds
              322,016 shares of New Common Stock, as well as 7,909 Series 1
              Warrants, and 7,909 Series 2 Warrants. Trust C directly holds 76
              shares of New Common Stock, as well as 26 of the Series 1
              Warrants, and 26 of the Series 2 Warrants.
         (5)  These securities are held directly by Castor Investments, L.L.C.,
              whose owners are family members and entities whose beneficiaries
              are family members of Mr. Singer, and for which Mr. Singer acts as
              Manager.
         (6)  These securities include 282 shares of New Common Stock, 95 Series
              1 Warrants, and 95 Series 2 Warrants that are held directly by Mr.
              Van Dyke. These securities also include 2,272 shares of New Common
              Stock, 773 Series 1 Warrants, and 773 Series 2 Warrants owned by a
              trust named Steven & Ann Van Dyke JTWROS, for which Mr. Van Dyke
              is the sole Trustee. The balance of the securities--5,184,699
              shares of New Common Stock, 38,553 Series 1 Warrants, and 38,553
              Series 2 Warrants, are held directly by Bay Harbour Management,
              L.C. ("Bay Harbour"), a Florida limited company and a registered
              investment adviser under the Investment Advisers Act of 1940, as
              amended, for which Mr. Van Dyke acts as Managing Principal. Bay
              Harbour holds these shares for the account of eight private
              investment funds. Mr. Van Dyke disclaims beneficial ownership of
              the securities held by Bay Harbour, and nothing herein shall be
              deemed an admission that Mr. Van Dyke is the beneficial owner of
              those securities.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.

         The following table represents compensation plans under which equity
securities of the registrant were authorized for issuance as approved by
security holders pursuant to the Plan. There were no equity compensation plans
not previously approved by security holders.
<PAGE>

                      EQUITY COMPENSATION PLAN INFORMATION
                      ------------------------------------


<TABLE>
<CAPTION>
                                                                        Number of securities
                          Number of securities                        remaining available for
                              to be issued        Weighted-average     future issuance under
                            upon exercise of     exercise price of   equity compensation plans
                          outstanding options,  outstanding options,   (excluding securities
   Plan category          warrants and rights   warrants and rights   reflected in column (a))
   ---------------------  --------------------- --------------------- -------------------------
                                  (a)                   (b)                     (c)
<S>                            <C>                     <C>                    <C>
   Equity compensation
   plans approved by
   security holders            780,000                 $2.50                  337,700

   Equity compensation
   plans not approved
   by security holders              --                                             --
                              -----------------------------------------------------------------
   Total                       780,000                 $2.50                  337,700
</TABLE>
<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         In recognition of services provided during the bankruptcy period, Mr.
Gary A. Singer, a brother of Mr. Steven G. Singer, was awarded a participation
in the Company's restructuring bonus pool at a $325,000 level, which was fully
paid over a 36-month period commencing in January 2001 and ending December 31,
2003. On November 21, 2000, the Board of Directors (excluding Steven Singer, who
abstained from discussion and voting on this subject) authorized (but the
Company did not execute, pending Compensation Committee ratification) a
three-year consulting agreement with Mr. Gary Singer, to ensure the continuity
of his services. On March 22, 2001, as Mr. Gary Singer had continued to provide
consulting services to the Parent but the authorized agreement remained
unexecuted, the Board of Directors (excluding Steven Singer, who abstained from
discussion and voting on this subject) authorized the payment to Mr. Gary Singer
of $10,000 for consulting services rendered in January 2001. Thereafter, the
Parent entered into a three-year consulting agreement, effective retroactively
as of February 1, 2001, which expired on February 1, 2004, providing for annual
consulting fees of $120,000, payable monthly. The consulting agreement provides
that if the agreement is terminated, other than for cause, as defined therein,
Mr. Gary Singer shall receive a lump-sum payment in an amount that would have
otherwise been paid through the term of the agreement. On August 21, 2001, the
Compensation Committee ratified the November 2000 and March 2001 actions of the
Board of Directors with respect to compensation matters. Mr. Singer's consulting
agreement was not renewed upon expiration.

         During 2001, the Parent and Mr. Sidney Levy agreed to terminate a Stock
Purchase and Sale Agreement which would have allowed him to purchase a 1.6%
interest in ABNB. Under a separate agreement, ABNB agreed to an incentive cash
bonus arrangement with Mr. Levy in the event that ABNB is sold by the Parent. In
addition Mr. Levy receives $96,000 per year pursuant to his Consulting Agreement
with the Parent, See Item 11, "Executive Compensation" for further information.

         In July 2001, the Parent and Mr. Goldsmith, agreed to terminate Mr.
Goldsmith's consulting arrangement. Mr. Goldsmith was awarded a participation in
the Company's restructuring bonus pool at a $100,000 level, which was fully paid
over a 36-month period that commenced in January 2001 and ended December 31,
2003. See Item 11, "Executive Compensation" for further information.


<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this annual report on Form
10-K/A (Amendment No. 1) to be signed on its behalf by the undersigned,
thereunto duly authorized, on April 30, 2004.


                                          AMERICAN BANKNOTE CORPORATION


                                          By:  /s/ Steven G. Singer
                                              -------------------------------
                                              Steven G. Singer
                                              Chief Executive Officer



                                          By:  /s/ Patrick J. Gentile
                                              -------------------------------
                                              Patrick J. Gentile
                                              Senior Vice President Finance and
                                              Chief Accounting Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this annual report on Form 10-K/A (Amendment No. 1) has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                                  TITLE                                                 DATE
---------                                  -----                                                 ----
<S>                                        <C>                                                   <C>
/s/  Steven G. Singer                      Chief Executive Officer and Chairman                  April 30, 2004
---------------------------------------    (Principal Executive Officer)
Steven G. Singer

/s/ C. Gerald Goldsmith                    Chairman Emeritus and Director                        April 30, 2004
---------------------------------------
C. Gerald Goldsmith

/s/ James Dondero                          Director                                              April 30, 2004
-----------------
James Dondero

/s/ Sidney Levy                            Director                                              April 30, 2004
---------------------------------------
Sidney Levy

/s/ Lloyd Miller                           Director                                              April 30, 2004
---------------------------------------
Lloyd Miller

/s/ Raymond L. Steele                      Director                                              April 30, 2004
---------------------------------------
Raymond L. Steele

/s/ Steven A. Van Dyke                     Director                                              April 30, 2004
---------------------------------------
Steven Van Dyke
</TABLE>

<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number        Description
<S>                   <C>
31.1*                 CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*                 CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*                 CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*                 CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>

* Filed herewith.