SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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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, 2001
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

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

|Delaware
(State or other jurisdiction of
incorporation or organization) | 13-0460520
(I.R.S. Employer
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:
Common Stock, par value $.01 per share | Name of exchange on which registered
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. [ ]

At
March 19, 2002, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was approximately $75,268, based on the closing
price of $.003 per share as reported on the OTC-BB on that date. At March 19,
2002, 25,089,230 shares of 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 April 1, 2002, for the
year ended December 31, 2001.

The
Registrant hereby amends its Annual Report on Form 10-K, dated April 1, 2002,
for the year ended December 31, 2001 by adding the following Part III disclosure
thereto.

PART III

Item 10. Directors and Executive Officers of the Registrant.

The
following table sets forth certain information regarding the current executive
officers and directors of the Parent. All officers serve at the discretion of
the Board of Directors.

|Name | Age | Officer/Director Since | Position
|---- | --- | ---------------------- | --------

|Steven G. Singer | 41 | November 2000 | Chairman of the Board and Chief Executive Officer
|---------------- | -- | ------------- | -------------------------------------------------

|C. Gerald Goldsmith | 74 | December 1990 | Chairman Emeritus and Director
|------------------- | -- | ------------- | ------------------------------

|Sidney Levy | 45 | June 1998 | Director
|----------- | -- | --------- | --------

|Raymond L. Steele | 68 | March 2001 | Director
|----------------- | -- | ---------- | --------

|Steven A. Van Dyke | 42 | July 2001 | Director
|------------------ | -- | --------- | --------

|Patrick J. Gentile | 43 | June 1995 | Executive Vice President and
Chief Financial Officer
|------------------ | -- | --------- | ----------------------------------------------------

|Patrick D. Reddy | 60 | July 1990 | Senior Vice President and Secretary
|---------------- | -- | --------- | -----------------------------------

|Elaine Lazaridis | 39 | October 2001 | Corporate Secretary & Chief Administrative Officer
|---------------- | -- | ------------ | --------------------------------------------------

Steven G. Singer has served as Chairman of the Board and Chief Executive Officer
and as a Director of the Parent since November 2000. From 1995 through 2000, Mr.
Singer served as Executive Vice President and Chief Operating Officer of Romulus
Holdings, Inc., a family owned investment fund, and as Chairman and Chief
Executive Officer of Pure 1 Systems, a manufacturer and distributor of water
treatment products. Mr. Singer also currently serves as a director of Anacomp,
Inc. and Globix Corporation, both publicly traded companies.

C.
Gerald Goldsmith has been an independent investor and financial advisor
since 1976. He has served as a director of Palm Beach National Bank and Trust
since 1991, Innkeepers USA Trust since 1996, and Plymouth Rubber Company, Inc.
since 1998. He has served as Chairman of the Board of Property Corp.
International, a private real estate investment company, since 1996, and has
previously served as a director of several other banks and New York Stock
Exchange listed companies and various philanthropic organizations.

Sidney
Levy has served as Director of the Parent since June 1998 and has served as
President of ABNB since February 1994. Prior to joining ABNB in 1994, Mr. Levy
was employed as Managing Director of De La Rue Lerchundi in Spain since 1991 and
prior thereto was employed by Thomas De La Rue Grafica e Servicos Ltda. in
Brazil, serving in various management capacities.

Raymond L. Steele has served as a Director of the Parent since March 2001. Mr.
Steele has served as a director of Modernfold, Inc. since 1991, I.C.H.
Corporation since 1998, and DualStar Technologies Corporation since 1998. He has
previously served as a director of Video Services Corp., Orion Pictures
Corporation and Emerson Radio Corp.

Steven
A. Van Dykehas served as a Director of the Parent since July 2001. He has
been a principal of Bay Harbour Management L.C. and its predecessor Tower
Investment Group since 1986. Bay Harbour is an investment advisor and manages
private equity and debt funds. He is a Chartered Financial Analyst and is a
member of both the Financial Analysts Society of Central Florida and the
Association for Investment Management and Research. Mr. Van Dyke has served on
the board of directors of Barneys New York since 1999, Swifty Serve since 1997,
and Buckhead America Corp. since 1997.

Patrick
J. Gentile has served as Executive Vice President and Chief Financial
Officer since October 2001, as Senior Vice President Finance and Chief
Accounting Officer from September 1998 to October 2001, as Vice President and
Comptroller from June 1995 to September 1998, and as Comptroller from 1989 to
June 1995. Mr. Gentile also served as Assistant Comptroller of a predecessor of
the Parent from 1986 to 1989.

Patrick
D. Reddy has served as Senior Vice President, Treasurer and Assistant
Secretary since October 2001, as Vice President and Secretary from January 2001
to October 2001, and as Vice President and Assistant Secretary from July 1990 to
January 2001. He was also Treasurer from February 1990 through July 1990. Mr.
Reddy held many positions with a predecessor of the Parent since 1969, including
Vice President, Treasurer, Secretary and Comptroller.

Elaine
Lazaridis has served as Corporate Secretary and Chief Administrative Officer
since October 2001. From 1984 to 2001, she served as the Vice President and
Secretary of Romulus Holdings, Inc., a private investment fund. Previously she
has served as the Director of Human Resources for First Pacific Networks, a
telephone apparatus provider, and as Director of Administration for the Cooper
Companies, Inc., a supplier of diversified healthcare products and services.

Each of the directors had been approved by the Bankruptcy Court
to serve on the Board of Directors following consummation of the Plan. At the
request of the other members of the Board of Directors, Messrs. Singer, Steele
and Van Dyke agreed to join the Board of Directors prior to consummation in
order to insure proper corporate governance during the Company's protracted
bankruptcy process. Effective upon consummation of the Plan, the Parent intends
to increase its Board of Directors by two additional outside directors, thereby
bringing the post-consummation Board of Directors to seven members.

Section 16(a) Beneficial Ownership Reporting
Compliance

Section
16(a) of the Securities Exchange Act of 1934 requires the Parent's
executive officers and directors, and persons who own more than 10% of the
Parent's Common Stock to file reports of ownership and changes in ownership
with the SEC. Officers, directors and greater than ten-percent stockholders are
required by SEC regulations to furnish the Parent with copies of all such
reports they file.

Based
solely on a review of the copies of such reports furnished to the Parent, or
written representations that no Form 5 was required, the Parent believes that
all Section 16(a) filing requirements applicable to its officers, directors and
greater than ten-percent beneficial owners were complied with through December
31, 2001 with the following exceptions:

| | (1) | In August 2001, Patrick D. Reddy filed his initial statement of
beneficial ownership on Form 3 late.
| | --- | ----------------------------------------------------------------------------------------------------

| | (2) | In August 2001, Steven A. Van Dyke filed his initial statement of
beneficial ownership on Form 3 late.
| | --- | ------------------------------------------------------------------------------------------------------

| | (3) | In August 2001, Raymond L. Steele filed his initial statement of
beneficial ownership on Form 3 late.
| | --- | -----------------------------------------------------------------------------------------------------

| | (4) | In March 2002, Elaine Lazaridis filed her initial statement of
beneficial ownership on Form 5 late.
| | --- | ---------------------------------------------------------------------------------------------------

Item 11. Executive Compensation.

Compensation of Executive Officers

The
table below contains information about the annual and long-term compensation for
services rendered in all capacities for the last three (3) fiscal years for the
named executive officers.

`Summary Compensation Table

                            Annual Compensation                 Long-Term Compensation Awards
                            -------------------                 -----------------------------
                                                                                                        All Other
                                                                                                      Compensation
                                                                                                       ($) (2) (3)
                                                     Other Annual   Restricted   Options      LTIP      (4) (5)
Name and Principal            Salary      Bonus      Compensation     Stock       /SARs     Payouts
     Position        Year      ($)         ($)         ($) (1)       Award(s)      (#)        ($)
        (a)           (b)      (c)         (d)           (e)           (f)         (g)        (h)

Steven G. Singer     2001     357,516    243,750(7)    12,875(8)        -           -           -         3,778
Chairman and         2000      15,000          -            -           -           -           -       150,000
Chief Executive      1999           -          -            -           -           -           -           -
Officer

Sidney Levy          2001     201,550    274,659      169,410(6)        -           -           -           -
Director and         2000     265,239    293,083      167,417(6)        -           -           -           -
President            1999     234,547    304,731      150,910(6)        -                       -           -
Of ABNB

Patrick J. Gentile   2001     222,361    123,750(7)    22,699(9)        -           -           -         6,324
Executive Vice       2000     190,835     75,000            -           -           -           -       127,043
President -          1999     180,833    100,000            -           -           -           -         3,627
Finance and Chief
Financial Officer

Patrick D. Reddy     2001     151,880     37,500(7)         -           -           -           -         6,496
Senior Vice          2000     135,000          -            -           -           -           -        51,769
President            1999     135,000     25,000            -           -           -           -         3,427
and Treasurer`

| | (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 2001 include (i) contributions to the Parent's defined
contribution Retirement Plan for Mr. Singer ($3,708), Mr. Gentile ($6,219) and
Mr. Reddy ($6,259) and (ii) allocable costs of life insurance for Mr. Singer
($70), Mr. Gentile ($105) and Mr. Reddy ($237).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Amounts shown for 2000 include awards in connection with services performed
during 2000, in connection with bankruptcy proceedings to Mr. Singer ($150,000),
Mr. Gentile ($125,000) and Mr. Reddy ($50,000). Awards are payable over 36
months beginning in January 2001.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Amounts shown for 2000 include: (i) contributions to the Parent's defined
contribution Retirement Plan for Mr. Gentile ($1,600) and Mr. Reddy ($1,368) and
(ii) allocable costs of life insurance for Mr. Gentile ($443) and Mr. Reddy
($401).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Amounts shown for 1999 include: (i) contributions to the Parent's defined
contribution Retirement Plan for Mr. Gentile ($3,200) and Mr. Reddy ($3,026) and
(ii) allocable costs of life insurance for Mr. Gentile ($427) and Mr. Reddy
($401).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6) | Amounts payable to Mr. Levy include: (i) payments of $96,000, per year in 2001,
2000 and 1999 respectively, pursuant to his Consulting Agreement with the Parent
and (ii) reimbursement of Mr. Levy's annual school and apartment allowances
of $73,410 in 2001, $71,417 in 2000 and $54,910 in 1999.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (7) | Bonuses payable to Messrs Singer, Gentile and Reddy, pursuant to a 2001
incentive bonus program, approved by the Compensation Committee, and based upon
objective performance criteria. The calculations of the bonus pursuant to such
programs were reviewed and approved by the Compensation Committee in March, 2002
and were paid in March 2002.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (8) | Amounts shown in 2001 represents Mr. Singer's compensation for services rendered
as a non-employee director of Leigh-Mardon, the Parent's Australian subsidiary.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (9) | Represents the first installment on the loan forgiven by the Parent to Mr.
Gentile pursuant to his employment arrangement (see Item 13, "Loan to
Executive Officers").
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

Option/SAR Grants/Exercises In The Last Fiscal Year

No
stock options or SARS were granted to or exercised by the named executive
officers during 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 2001; (b) the value realized from options exercised
during 2001; (c) the number of options held as of December 31, 2001, both
exercisable and unexercisable; and (d) the value of such options as of that
date.

`Aggregated Option/SAR Exercises In Last Fiscal Year And
                                             FY-End Option/SAR Values

                                                          Number of
                         Shares                     Securities Underlying           Value of Unexercised
                       Acquired on     Value     Unexercised Options/SARs at    In-the-Money Options/SARs at
                        Exercise     Realized        Fiscal Year End (#)             Fiscal Year End ($)
Name                       (#)          ($)       Exercisable  Unexercisable    Exercisable    Unexercisable
--------------------       ---          ---          ---            ---             ---             ---

Steven G. Singer
Sidney Levy                ---          ---        244,000          ---             ---             ---
Patrick J. Gentile         ---          ---        101,500          ---             ---             ---
Patrick D. Reddy           ---          ---         27,200          ---             ---             ---`

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 will be 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 ABN's stakeholders. Under the ECIP, objective bonus criteria has
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 has 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. 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 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, based upon 100% achievement of the performance targets established,
but the bonus plan includes provision 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 85% of such performance targets be achieved for
any partial bonus to be paid. The target bonus program for Mr. Singer for 2002
remains unchanged from 2001.

On
November 21, 2000, the Board of Directors created a restructuring bonus pool
(the "Restructuring Bonus Pool") for services performed during the
bankruptcy period by specified employees and consultants to the Parent, which
services would have cost significantly more if performed by outside service
providers. On March 22, 2001 certain changes to the Restructuring Bonus Pool
were ratified and approved. Mr. Singer was awarded a participation in the
Restructuring Bonus Pool at a $150,000 level, such amount being payable over a
36-month period beginning in January 2001. 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.
Sidney Levy serves pursuant to an employment agreement with the 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, 2004, and
is not subject to automatic renewal provisions. 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. The US dollar equivalent for the
year ended December 31, 2001 was approximately $202,000. In addition, for 1999
and 2000, 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 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 a "change in control" (as defined in the
agreement), then he will be entitled to receive a severance payment equal to
twice his annual base salary, plus any accrued incentive bonus.

The
Parent also has a consulting agreement with Mr. Levy, the term of which as
amended, ends on January 1, 2004, and is not subject to automatic renewal
provisions. 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 interest.
Mr. Levy receives $96,000 per annum for these 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
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
Brazil's local management agreed on January 4, 2002 to terminate such
agreement.

Under
a separate agreement dated December 12, 2001, ABNB agreed to an incentive bonus
arrangement with Mr. Levy, which entitles Mr. Levy to a cash bonus 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 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,
but the bonus plan 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
remains unchanged from 2001. Mr. Gentile was awarded a participation in the
Restructuring Bonus Pool at a $125,000 level, such amount being payable over a
36-month period beginning in January 2001.

Mr.
Patrick D. Reddy serves pursuant to a severance letter, which provides for
continuation of salary, for one year, and the continuation of certain other
benefits upon termination other than "For Cause". For the year 2001,
the Parent established a bonus plan for Mr. Reddy 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 included a provision for a partial bonus upon achieving at least 85% of the
performance targets established, but the bonus plan 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. The target
bonus program for Mr. Reddy for 2002 remains unchanged from 2001. Mr. Reddy was
awarded a participation in the Restructuring Bonus Pool at a $50,000 level, such
amount being payable over a 36-month period beginning in January 2001.

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 senior executives, including the named executive
officers, 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 $451,089 as of April 1,
2001 (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.

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 2001who elects to receive his or her benefit in the form of a
single life annuity. These benefits would be reduced by any 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

                                                       Years Of Service
   Final Average                -------------------------------------------------------------
   Compensation                     10           15           20           25            30
   ------------                 --------      -------      ----------    -------     --------

   $ 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
     451,089                     135,327      169,158       202,990      236,822      270,653`

Directors Compensation And Consulting Contracts

Up
to June 30, 2000, non-employee directors were paid $25,000 per annum for serving
as directors and $2,000 for each Board meeting attended in excess of four in any
fiscal year and $1,000 for each committee meeting attended. Prior to 1999, under
the Deferred Stock and Compensation Plan for Non-Employee Directors (the
"Directors Plan"), non-employee directors received common equivalent
shares and could elect to defer a portion of their director's fees for
serving on or acting as the chairperson of committees of the Board of Directors.
The deferral of fees earned interest, and depending on the market value of the
Common Stock, could be converted into shares of Common Stock. Any rights to
receive shares under the Directors Plan will be cancelled upon consummation of
the Plan.

At
December 31, 2000, approximately $37,600 was accrued under the Directors Plan
for Mr. Goldsmith, the only non-employee director of the Parent who participated
in the Directors Plan. No fees were deferred under the Directors Plan in 2000.

In
2000, Mr. Goldsmith received director's fees of $12,500 for the first six
months of 2000, and $50,000 for the balance of the year for services as the
Acting Chairman of the Board and as a consultant. At the November 21, 2000 Board
of Directors meeting, Mr. Goldsmith was elected Chairman of the Board
Emeritus and 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 Restructuring Bonus Pool
at a $100,000 level, such amount being payable over a 36-month period beginning
in January 2001. 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.

In
2001, 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 each non-employee director will receive
$12,000 per annum for serving on the Board. The non-employee directors will also
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 will be 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. Goldsmith (Chairman), Mr. Steele 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 Restructuring Bonus Pool at a
$100,000 level, such amount being payable over a 36-month period beginning in
January 2001.

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 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. Goldsmith (Chairman), Mr. Steele and
Mr. Van Dyke none of whom is an employee of the Company.

In
March 2002, the Compensation Committee met to review and approve the actual
corporate performance as set forth in the 2001 approved incentive bonus program.
The actual 2001 performance achieved was 111% relative to the specified
performance targets set by the compensation Committee under the program. 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 2001 as
follows: Mr. Singer  62.5% and $243,750, Mr. Gentile  56.25% and
$123,750 and Mr. Reddy  25% and $37,500. The approved awards were paid in
March 2002.

It
is contemplated that a Compensation Philosophy and Policy will be adopted in
2002. Such philosophy and policy shall be designed to provide employees with
fair, competitive and dynamic compensation, enable the Company to attract,
retain and develop a highly-skilled and motivated workforce, and link a material
portion of compensation to the accomplishment of specific performance targets.

C. Gerald Goldsmith
Raymond L. Steele
Steven A. Van Dyke

Performance Graph

The
following performance graph compares the Parent's cumulative total
stockholder return from December 31, 1996 through December 31, 2001 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, 1996, 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, 1996 To December 31, 2001

ASSUMES $100 INVESTED ON DECEMBER 31, 1996

`Dec. 31,     Dec. 31,     Dec. 31,     Dec. 31,    Dec. 31,     Dec. 31,
                                     1996         1997         1998         1999         2000        2001
American Banknote Corporation       $100.00      $110.53       $30.26       $ 1.05      $ 0.84       $ 0.08
Peer Group Index                    $100.00       $97.46       $91.89       $69.29      $59.33      $103.57
Media General Composite             $100.00      $129.85      $158.74      $193.64     $174.80      $154.77`

Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters

The
following table reflects the number of shares of Common Stock beneficially owned
on April 25, 2002 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, NJ 07632.

`Holdings                    Estimated Holdings
                                                      Before Consummation             After Consummation (7)
                                            ---------------------------------    -----------------------------
                                            Amount and         Percentage of        Amount and
                                            Nature of              Class             Nature of       Percentage of
                                             Beneficial        Beneficially       Beneficial Class   Beneficially
                                            Ownership(1)(2)        Owned          Ownership(1)(2)        Owned
                                            ---------------        -----          ---------------        -----

Common Stock
------------
   Steven G. Singer (3)                     1,141,000               4.5%            2,159,436            18.3%
   C. Gerald Goldsmith                          1,100                *                     23              *
   Sidney Levy                                264,000                *                    424              *
   Raymond L. Steele                               -                 -                      -              -
   Steven A. Van Dyke (4)                   2,326,245               9.3%            3,192,467            27.0%
   Patrick J. Gentile                         123,706                *                    471
   Patrick D. Reddy                            27,300                *                      2              *
   All directors and executive
      officers as a group (7 persons)       3,819,184              15.0%            5,352,823            45.3%

   Morris Weissman
     122 Kings Road,
     Palm Beach, FL 33480 (5)               2,862,428              10.9%                3,182              *

Series B Preferred Stock (6)
------------------------
   Steven A. Van Dyke (4)                   2,378,735              98.9%                    -              -
   All directors and executive officers
        as a group (7 persons)              2,378,735              98.9%                    -              -

------------------
*  Less than 1%`

|(1) | Unless otherwise indicated, each stockholder has sole voting and investment
power.
|--- | ----------------------------------------------------------------------------------

|(2) | Beneficial ownership before consummation includes existing Common Stock issuable
upon exercise of stock options that are exercisable in the next 60 days for the
named executive officers as follows: Mr. Levy  244,000 shares; Mr. Gentile
 101,500 shares; Mr. Reddy  27,200 shares; and all directors and
executive officers as a group (7 persons)  372,700 shares in the
aggregate. Beneficial ownership before consummation for Mr. Weissman includes
1,109,333 shares of existing Common Stock issuable upon exercise of stock
options that are exercisable in the next 60 days. All such stock options are
significantly out of the money. Upon consummation of the Plan, all rights to
receive shares pursuant to stock option plans, warrants and deferred
compensation plans will be cancelled and holders of such derivative securities
will not receive any shares of New Common Stock in exchange therefor. Estimated
amounts after consummation exclude a small number of shares that may be received
by persons in the table, in connection with the Securities Claims under the
Plan.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Currently, Castor Investments, L.L.C., an entity for which Mr. Singer acts as
Manager, and whose owners are all related to Mr. Singer, owns 1,141,000 shares
of Common Stock, and $19,097,000 principal amount of the 111⁄4% Senior
Subordinated Notes.
Amounts after consummation for Castor Investments include: 24,205 shares of New
Common Stock that will be exchanged for existing Common Stock; and 2,135,231
shares of New Common Stock that will be exchanged for a 11 1⁄4% Senior
Subordinated Notes Claim ($19,097,000 principal amount).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Amounts before consummation include: 77,620 shares of existing Common Stock and
22,380 shares of Series B Preferred Stock directly held by Mr. Van Dyke; and
2,248,625 shares of existing Common Stock and 2,356,355 shares of Series B
Preferred Stock held directly by Bay Harbour Management L.C., 885 Third Avenue,
New York, NY 10022 ("Bay Harbor"). Because Bay Harbour is majority owned by
Tower Investment Group, Inc. ("Tower"), whose sole stockholder is Steven Van
Dyke, both Tower and Mr. Van Dyke may be considered to beneficially own the
securities held by Bay Harbour. Bay Harbour holds these shares for the account
of five private investment funds and seven managed accounts.
Amounts after consummation include: 1,647 shares of New Common Stock that will
be received by Mr. Van Dyke in exchange for his directly held shares of existing
Common Stock; 475 shares of New Common Stock that will be received by Mr. Van
Dyke in exchange for his directly held shares of Series B Preferred Stock;
47,701 shares of New Common Stock that will be received by Bay Harbour in
exchange for its directly held shares of existing Common Stock; 49,986 shares of
New Common Stock that will be received by Bay Harbour in exchange for its
directly held shares of Series B Preferred Stock; and 3,092,658 shares of New
Common Stock that will be received by Bay Harbour in exchange for its
$27,660,000 principal amount of 11 1⁄4 % Senior Subordinated Notes.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Amounts before consummation are based on Amendment No. 4 to a Schedule 13D dated
January 13, 2000, as filed by Morris Weissman. Amount includes (i) 110,000
shares held by his spouse and (ii) 40,000 shares as to which Mr. Weissman has
sole voting power and a right of first refusal with respect to any future sales.
Under the Weissman Settlement Agreement, following consummation, Mr. Weissman
will forego any conversion rights to 1,603,095 existing shares of Common
Stock.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Except for Mr. Van Dyke, none of the Parent's directors and named executive
officers beneficially own any shares of Series B Preferred Stock.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Further amendments to the Parent's Chapter 11 Plan based upon current
valuations may result in changes to the number of beneficial shares held after
consummation. However, these changes are not anticipated to impact the relative
equity percentages to be received by each beneficial owner.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Change in Control

When
the Plan is consummated, there will be a change in control. In the Plan's
current form, the holders of the Parent's 11 1⁄4% Senior Subordinated
Notes will receive, in exchange for such notes, approximately 10.6 million
shares of New Common Stock, representing approximately 90% of the initial shares
of New Common Stock of the reorganized Parent.

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
Restructuring Bonus Pool at a $325,000 level, such amount being payable over a
36-month period beginning in January 2001. 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. Singer, to
ensure the continuity of his services. On March 22, 2001, as Mr. 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. 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, and expiring 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. 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.

During
2001, the Parent and Mr. Sidney Levy agreed to terminate a Stock Purchase and
Sale Agreement which would allow 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
Restructuring Bonus Pool at a $100,000 level, such amount being payable over a
36 month period beginning in January 2001. See Item 11, "Executive Compensation"
for further information.

On
June 29, 2000, the Bankruptcy Court entered an order approving a settlement
agreement with the Parent's former Chairman and Chief Executive Officer,
Morris Weissman (the "Weissman Settlement Agreement). Pursuant to the
Weissman Settlement Agreement, Mr. Weissman agreed to resign his positions as
Chairman, Chief Executive Officer, and director of the Parent, and each of the
subsidiaries for which he served in such capacities and withdraw his claims
under the Plan, with prejudice. In exchange, the Parent agreed to: engage Mr.
Weissman on a consulting basis for a term of three years at a yearly consulting
fee of $300,000; pay him commissions for transactions initiated by him; offer
him options to purchase up to 0.64% of the New Common Stock at a strike price of
$2.50 per share; pay him for retirement benefits pursuant to the unfunded SERP
agreement; pay for certain insurance benefits for him; reimburse him for
expenses relating to his consulting services; and forgive Mr. Weissman for an
outstanding receivable totaling $1,620,000 plus interest over a seven-year
period. In addition, life insurance policies on Mr. Weissman's life were
assigned to him in return for promissory notes issued by Mr. Weissman in favor
of the Parent in an amount equal to the cash surrender value of the policies and
the Parent agreed to reimburse Mr. Weissman up to $100,000 during the term of
the Weissman Settlement Agreement for premiums on a term life insurance policy.
In addition to the Weissman Settlement Agreement, Mr. Weissman also agreed to
grant to holders of Preferred Stock and Common Stock his entitlement to receive
shares of New Common Stock. Payments made in 2001 to Mr. Weissman pursuant to
the terms of the Weissman Settlement Agreement are as follows: consultant fees
of $300,000 and retirement payments under the unfunded SERP agreement of
$297,300. In addition, actual premium payments of $80,000 for the above
mentioned term life insurance policy were paid in 2001.

Loans to Executive Officers

On
April 8, 1998, the Parent loaned Mr. Gentile $55,000. The loan bears interest at
a rate published by a major bank and was payable at maturity on April 8, 2001.
On December 31, 2000, the amount outstanding under the loan was approximately
$68,008. In November 2000, in connection with Mr. Gentile's employment
agreements, the Board of Directors agreed to forgive this loan over a three-year
period, beginning January 1, 2001.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on April 30, 2002.

| | 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 has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

|SIGNATURE | TITLE | DATE
|--------- | ----- | ----

|/s/  Steven G. Singer
Steven G. Singer | Chief Executive Officer and Chairman
(Principal Executive Officer) | April 30, 2002
|-------------------------------------- | ------------------------------------------------------------------ | --------------

|/s/ C. Gerald Goldsmith
C. Gerald Goldsmith | Chairman Emeritus and Director | April 30, 2002
|------------------------------------------- | ------------------------------ | --------------

|/s/ Sidney Levy
Sidney Levy | Director | April 30, 2002
|--------------------------- | -------- | --------------

|/s/ Raymond L. Steele
Raymond L. Steele | Director | April 30, 2002
|--------------------------------------- | -------- | --------------

|/s/ Steven A. Van Dyke
Steven Van Dyke | Director | April 30, 2002
|-------------------------------------- | -------- | --------------