SECURITIES AND EXCHANGE COMMISSION
 
                     Washington, DC 20549

                          FORM 10-Q

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

      For the quarterly period ended March 31, 1998

                               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)

          A Delaware               I.R.S. Employer
          Corporation               No. 13-0460520


         200 Park Avenue, New York, New York   10166-4999

              Telephone - Area Code   212-557-9100


Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports) and (2) has been subject to such filing for
the past 90 days.      Yes  X    No  

At May 9, 1998 - 22,043,385 shares of common stock were outstanding.
<PAGE>


                  AMERICAN BANKNOTE CORPORATION

                            FORM 10-Q

                            I N D E X

                                                             PAGE
                                                              NO.

PART I - FINANCIAL INFORMATION

 Item 1.  Financial Statements 

   Unaudited Condensed Consolidated Balance Sheets
      March 31, 1998 and December 31, 1997 . . . . .. . . .      3

   Unaudited Condensed Consolidated Statements of Operations
      For the Three Months Ended March 31, 1998 and 1997. .      4

   Unaudited Condensed Consolidated Statements of Cash Flows
      For the Three Months Ended March 31, 1998 and 1997. .      5

   Unaudited Condensed Consolidated Statement of Stockholders'
      Equity For the Three Months Ended March 31, 1998. . .      6

   Notes to Unaudited Condensed Consolidated 
      Financial Statements. . . . . . . . . . . . . . . . .      7

 Item 2. Management's Discussion and Analysis of
      Financial Condition and Results of Operations . . . .     11

PART II - OTHER INFORMATION 

 Item 1. Legal Proceedings. . . . . . . . . . . . . . . . .     16

 Item 6. Exhibits and Reports on Form 8-K . . . . . . . . .     17
<PAGE>
PART I - Financial Information      
ITEM 1.  Financial Statements
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
<TABLE>
<CAPTION>
                                                             March       December
                                                            31, 1998     31, 1997
ASSETS                                                     (Unaudited)
<S>                                                         <C>          <C> 
Current assets
  Cash and cash equivalents . . . . . . . . . . . . .       $ 17,926     $ 17,323
  Accounts receivable, net of allowance for
    doubtful accounts of $910 and $986. . . . . . . .         56,938       57,422
  Costs in excess of billings, of $5,696 and $2,848,
    on uncompleted contracts. . . . . . . . . . . . .          5,329        5,442
  Inventories . . . . . . . . . . . . . . . . . . . .         47,178       41,686
  Deferred income taxes . . . . . . . . . . . . . . .          3,435        3,046
  Prepaid expenses and other. . . . . . . . . . . . .         13,497       11,371
      Total current assets  . . . . . . . . . . . . .        144,303      136,290
Property, plant and equipment, at cost, 
  net of accumulated depreciation and 
  amortization of $117,452 and $113,939 . . . . . . .        257,734      258,724
Other assets . . . . . . . . . . . . . . . . . . . .          25,831       25,918
Excess of cost of investment in subsidiaries 
  over net assets acquired, net of accumulated 
  amortization of $9,715 and $8,863 . . . . . . . . .         82,315       82,604
                                                            $510,183     $503,536

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Revolving credit facilities . . . . . . . . . . . .       $ 11,391     $  7,523
  Current portion of long-term debt . . . . . . . . .         12,319       17,886
  Accounts payable and accrued expenses . . . . . . .         62,916       54,761
      Total current liabilities . . . . . . . . . . .         86,626       80,170
Long-term debt  . . . . . . . . . . . . . . . . . . .        302,533      293,215
Other liabilities . . . . . . . . . . . . . . . . . .         21,581       21,466
Deferred income taxes . . . . . . . . . . . . . . . .         31,535       32,808
Minority interest . . . . . . . . . . . . . . . . . .         20,124       20,836
                                                             462,399      448,495
Commitments and Contingencies

Stockholders' equity
  Preferred Stock, authorized 5,000,000 shares,
    no shares issued or outstanding . . . . . . . . .
  Zero Coupon Convertible Subordinated Debentures . .          7,065        8,326
  Common Stock, par value $.01 per share,
    authorized 50,000,000 shares; issued 
    22,324,385 shares and 21,134,769 shares . . . . .            223          211
  Capital surplus . . . . . . . . . . . . . . . . . .         79,056       74,713
  Retained-earnings (deficit) . . . . . . . . . . . .        (30,369)     (23,282)
  Unearned compensation . . . . . . . . . . . . . . .         (2,230)
  Treasury stock, at cost (281,000 shares)  . . . . .         (1,253)      (1,253)
  Cumulative currency translation adjustment  . . . .         (4,708)      (3,674)
      Total stockholders' equity  . . . . . . . . . .         47,784       55,041
                                                            $510,183     $503,536
</TABLE>
See notes to Condensed Consolidated Financial Statements.
<PAGE>
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
(Amounts in thousands, except per share data)
<TABLE>
<CAPTION>
                                          Three Months Ended
                                               March 31
                                            1998      1997  
<S>                                       <C>       <C>  
Sales. . . . . . . . . . . . . . . . .    $ 76,840  $ 81,096    

Costs and expenses:
  Cost of goods sold . . . . . . . . .      56,902    55,371     
  Selling and administrative . . . . .      12,583    11,925     
  Depreciation and amortization  . . .       5,700     5,747
                                            75,185    73,043     

                                             1,655     8,053     
Other (expense) income:
  Interest expense . . . . . . . . . .      (8,682)   (7,772)    
  Other, net . . . . . . . . . . . . .         251       517
                                            (8,431)   (7,255)

  Income (loss) before taxes on income
    (benefit) and minority interest  .      (6,776)      798 

Taxes on income (benefit)  . . . . . .      (1,552)     (167)

  Income (loss) before 
    minority interest  . . . . . . . .      (5,224)      965 

Minority interest  . . . . . . . . . .         (55)     (848)

  Net income (loss)  . . . . . . . . .    $ (5,279)  $   117    



Accreted interest of other equity 
  security . . . . . . . . . . . . . .    $   (153)  $     -



Net income (loss) per share -
  Basic and diluted  . . . . . . . . .    $   (.26)  $   .01

Shares used in computing
  per share amounts. . . . . . . . . .      20,730    19,800


</TABLE>

See notes to Condensed Consolidated Financial Statements.


<PAGE>
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
(Dollars in thousands)

<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                                 March 31  
                                                             1998        1997  
<S>                                                         <C>         <C>   
Operating Activities:
  Net cash from operations, after adjustments 
    to reconcile income (loss) to net cash provided
    operating activities. . . . . . . . . . . . . . .       $ 1,517     $ 5,759
  Changes in operating assets and liabilities, net
    of effects from acquisitions:
    Accounts receivable . . . . . . . . . . . . . . .         5,229       4,054
    Inventories . . . . . . . . . . . . . . . . . . .        (4,534)        621
    Prepaid and other assets. . . . . . . . . . . . .        (1,312)       (205)
    Accounts payable and accrued expenses . . . . . .            (6)     (8,937)
    Other . . . . . . . . . . . . . . . . . . . . . .        (2,155)       (811)

Net cash provided by (used in) operating activities .        (1,261)        481

Investing Activities:
  Acquisitions of subsidiaries. . . . . . . . . . . .        (1,043)     (2,500)
  Capital expenditures. . . . . . . . . . . . . . . .        (1,298)     (2,214)
  Other . . . . . . . . . . . . . . . . . . . . . . .            (5)        246

Net cash used in investing activities . . . . . . . .        (2,346)     (4,468)

Financing Activities: 
  Long-term borrowings (net of related expenses in
    1998 of $1,520) . . . . . . . . . . . . . . . . .        52,240       1,573
  Payment of long-term debt . . . . . . . . . . . . .       (52,024)     (2,358)
  Revolving credit facilities, net. . . . . . . . . .         3,880         606
  Dividend to minority shareholder. . . . . . . . . .             -        (627)
  Other . . . . . . . . . . . . . . . . . . . . . . .            44           -

Net cash provided by (used in) financing activities .         4,140        (806)

Effect of foreign currency exchange rate 
  changes on cash and cash equivalents. . . . . . . .            70         (93)


Increase (decrease) in cash and cash equivalents. . .           603      (4,886)

Cash and cash equivalents beginning of period . . . .        17,323      14,256

Cash and cash equivalents end of period . . . . . . .       $17,926     $ 9,370


Supplemental disclosure of cash payments for:
  Taxes . . . . . . . . . . . . . . . . . . . . . . .       $   700     $ 2,100
  Interest. . . . . . . . . . . . . . . . . . . . . .       $ 3,500     $ 6,500

</TABLE>
See Notes to Condensed Consolidated Financial Statements.
<PAGE>
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - UNAUDITED
THREE MONTHS ENDED MARCH 31, 1998
(Amounts in thousands)

<TABLE>
<CAPTION>
                        Zero Coupon                                                      Cumulative
                        Convertible                    Retained                           Currency
                       Subordinated Common   Capital   Earnings     Unearned    Treasury   Transl.   Total
                        Debentures   Stock   Surplus   (Deficit)   Compensation   Stock    Adjust.   Equity
<S>                   <C>     <C>   <C>     <C>        <C>     <C>     <C>     <C>
Balance-
  January 1, 1998          $8,326    $211   $74,713   $(23,282)                $(1,253)  $(3,674)  $55,041

Issuances in 
  connection with:  
  Options exercised                              33                                                     33
  Compensation 
    plans                               6     2,249                  $(2,230)                           25
  Acquisition                           2       651                                                    653

Zero coupon 
  convertible 
  subordinated 
  debentures:
  Accreted interest           153                         (153)
  Conversion               (1,414)      4     1,410

Foreign 
  currency     
  translation    
  adjustment                                                                              (1,034)   (1,034)

Cumulative effect
  of change in
  accounting
  method                                                (1,655)                                     (1,655)

Net loss                                                (5,279)                                     (5,279)

Balance-
  March 31, 1998           $7,065    $223   $79,056   $(30,369)      $(2,230)   $(1,253) $(4,708)  $47,784






</TABLE>


See Notes to Condensed Consolidated Financial Statements.
<PAGE>
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED   


Note A - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements
do not contain all disclosures required by generally accepted
accounting principles.  Reference should be made to the Company's
Annual Report on Form 10-K for the year ended December 31, 1997.  The
accompanying unaudited condensed consolidated financial statements
reflect all adjustments (consisting of normal recurring adjustments)
which are, in the opinion of management, necessary for a fair
statement of the results of the interim periods presented and are not
necessarily indicative of the results which may be expected for a full
year.

Basic and diluted income (loss) per share are the same. The 1998
amount was computed after deducting the accretion of interest
attributable to the Zero Coupon Convertible Subordinated Debentures.
The shares used to compute income (loss) per share for 1998 excludes
approximately 4.9 million shares of Common Stock that are reserved
for: the exercise of warrants to purchase approximately 1.6 million
shares of Common Stock, conversion of zero coupon subordinated
convertible debentures into approximately 2.1 million shares of Common
Stock and the exercise of approximately 1.2 million stock options and
other stock awards. The exercise or conversion prices of these
securities is greater than the average market price of the common
shares and or their inclusion would be antidilutive to diluted income
or loss per share.


Note B - Changes in Common Stock Outstanding

   Balance January 1, 1998                  21,135
     Stock options exercised                    18
     Restricted stock compensation 
       plans                                   585
     Acquisitions                              155
     Conversion of zero coupon convertible
       subordinated debenture                  431
   Balance March 31, 1998                   22,324

On March 23, 1998, a total of approximately 585,000 shares of
restricted stock was awarded to various employees under the Company's
Long Term Performance Plan. Restrictions on the shares lapse over
three years.  The aggregate market value of the shares on the date of
issuance ($2.2 million) will be charged to income over the period that
the restrictions lapse.
<PAGE>
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED   


Note C - Translation of ABNB's Financial Statements 
         Change in Accounting

As a result of the decreased inflation rate in Brazil, effective
January 1, 1998, the method of translating the financial statements of
the Company's subsidiary in Brazil, American Bank Note Grafica e
Servicos Ltda. ("ABNB"), was changed to reflect translation gains and
losses as a separate component of equity. Prior to 1998, ABNB's
financial statements were translated using the method applicable to
hyperinflationary economies in which gains and losses resulting from
translation and transactions were determined using a combination of
current and historical rates and were reflected in earnings. Such
charge included in the condensed consolidated statement of operations
for the three months ended March 31, 1997 was approximately $0.1
million.  As a result of this change in accounting method, the Company
adjusted its deferred income tax liability with a corresponding charge
of approximately $1.7 million to the retained earnings-deficit as of
the beginning of 1998.


Note D - Acquisitions

As of March 31, 1998, the Company acquired check and card
personalization businesses in France. The acquisition purchase price
of approximately $3.3 million was financed with approximately $1.6
million of non-recourse term loans in France, $1.0 million of cash and
the issuance of and 155,503 shares of the Company's Common Stock
valued at approximately $0.7 million. The acquisitions were accounted
for by the purchase method of accounting.  The purchase price was
allocated on a preliminary basis as follows: assets acquired $10.9
million; liabilities assumed $8.2 million; and excess cost of
investment in subsidiaries over net assets acquired $0.6 million.


Note E - Accounting Pronouncements

The AICPA Accounting Standards Executive Committee issued in April
1998, Statement of Position ("SOP") 98-5, "Reporting on the Costs of
Start-Up Activities," and is effective for the fiscal years beginning
after December 15, 1998.  SOP 98-5 provides guidance on the financial
reporting of start-up costs and organization costs.  It requires cost
of start-up activities and organization costs to be expensed as
incurred.  The Company is evaluating the effect of this pronouncement.

<PAGE>
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED   


Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
Income." The comprehensive loss for the three months ended March 31,
1998 was $6.3 million inclusive of the foreign currency translation
adjustment of $1.0 million. 


Note F - Inventories
                                              March     December
                                             31, 1998   31, 1997
                                                (in thousands)
   Finished goods. . . . . . . . . . . . .    $ 5,394    $ 6,454
   Work in process . . . . . . . . . . . .     20,361     17,356
   Raw materials and supplies. . . . . . .     21,423     17,876
                                              $47,178    $41,686


Note G - Commitments and Contingencies

The Company is involved in various litigation, reference is made to
"Part II - Other Information, Item 1. Legal Proceedings." 

The Company and its subsidiaries are parties to various additional
lawsuits (as both plaintiff and defendant) related to various matters
in the normal course of business, which in the opinion of management,
are not anticipated to have a material adverse impact on its
consolidated financial position or results of operations.


Note H - Subsequent Events

On May 5, 1998, the Company filed a registration statement with the
Securities and Exchange Commission for an offering of all the
outstanding shares of its wholly-owned subsidiary, American Bank Note
Holographics, Inc. ("ABNH").  Following consummation of the
transaction 100% of ABNH will be owned by public shareholders and the
Company will retain no interest in ABNH.  The Company plans to use
proceeds from the offering to retire senior secured debt.

<PAGE>
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED   


The following operations of ABNH are included in the Condensed
Consolidated Statement of Operations:

                                              Three Months Ended
                                                   March 31
                                                1998     1997 
                                                    
    Sales . . . . . . . . . . . . . . . .      $ 7,035  $ 5,241
    Costs and expenses:
      Cost of goods sold . . . . . . . . .       2,438    2,629
      Selling and administrative . . . . .       1,256    1,310
      Depreciation and amortization  . . .         292      293
        Total costs and expenses                 3,986    4,232
    Operating income . . . . . . . . . . .       3,049    1,009
    Other income . . . . . . . . . . . . .         110       33 
    Interest, net  . . . . . . . . . . . .        (105)      76 
      Income before taxes on income  . . .       3,054    1,118 
    Taxes on income . . . . . .. . . . . .       1,261      461 
          Net income . . . . . . . . . . .     $ 1,793  $   657

The following balance sheet amounts of ABNH are included in the
Condensed Consolidated Balance Sheet as of March 31, 1998:
                                                    
    Current assets . . . . . . . . . . . .      $17,736
    Total assets  . . . .. . . . . . . . .       32,112

    Current liabilities  . . . . . . . . .        8,186
    Total liabilities  . . . . . . . . . .       10,166
    Total liabilities and
      stockholder investment . . . . . . .       32,112

The Company and ABNH will enter into a Separation Agreement in
connection with the offering pursuant to which certain services may
continue to be performed by the Company for ABNH following the
Offering.  The Company and ABNH will also exchange releases and
indemnification agreements and ABNH will no longer be a member of the
Company's consolidated group for tax purposes.

<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF   
FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

General

     Consolidated operations in 1998 include the operations of the
Sati Group's check personalization, electronic printing and document
management business, acquired in August 1997, and the Menno plastic
card business, acquired in May 1997, for the entire 1998 period.  The
acquisitions were accounted for as purchase transactions. 

     The Company operates in both Brazil and Australia which had
significant foreign exchange rate fluctuations in 1997 and 1998. The
comparison below reflects the effect of changes in foreign exchange
rates. 


COMPARISON OF RESULTS OF THE THREE MONTHS ENDED MARCH 31, 1998
WITH THE THREE MONTHS ENDED MARCH 31, 1997

     The Company operates in a single industry, secured products and
systems, with three principal product lines.  The following table
presents these product lines for the three-months ended March 31
(Dollars in millions):
                                        1998            1997 
                                       $      %        $      % 

Transaction Cards & Systems . . . .  20.3   26.4     26.6   32.8
Printing Services 
  & Document Management . . . . . .  19.5   25.4     15.1   18.6
Security Printing Solutions . . . .  37.0   48.2     39.4   48.6
                                     76.8  100.0     81.1  100.0


     Sales decreased by $4.3 million or 5.2% from 1997 after giving
effect to a $5.2 million reduction in sales resulting from changes in
foreign exchange rates.  Transaction Cards & Systems ("TCS") sales
decreased $6.3 million or 23.7%.  Printing Services & Document
Management ("PSDM") sales increased $4.4 million or 29.1% and Security
Printing Solutions ("SPS") sales decreased $2.4 million or 6.1%.
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF   
FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS - continued

     The decrease in TCS sales was principally due to lower volume
requirements for stored-value telephone cards ($8.5 million) in Brazil
and lower sales of card personalization equipment in Australia ($1.0
million).  This decrease was partially offset by a stronger demand in
Brazil for transaction cards and the acquisition in May 1997 of the
Menno card business ($2.4 million), and increased sales of optical
variable devices $0.8 million).

     The increase in PSDM sales is primarily due to the acquisition of
Sati in France ($4.4 million).

     The decrease in SPS sales is principally due to lower sales of
secure documents at ABN primarily due to a reduction in USDA food
coupon requirements, partially offset by an increase in currency
sales.

     Sales by foreign subsidiaries represented 70% and 72% of the
Company's consolidated sales in 1998 and 1997, respectively.

     Cost of goods sold increased $1.5 million or 2.8%, after giving
effect to a $3.9 million reduction in costs resulting from changes in
foreign exchange rates.  As a percentage of sales, cost of goods sold
was 74.1% in 1998 as compared to 68.3% in 1997.  This increase is
primarily attributable to a shift in product mix as the decline in the
higher margin stored-value telephone cards was partially offset with
lower margin PSDM sales. The product mix in any given period is not
indicative of the expected product mix in any future period.
 
     Selling and administrative expenses increased $0.7 million (5.5%)
from 1997 after giving effect to a $0.2 million reduction resulting
from changes in foreign exchange rates.  The increase was principally
due to the inclusion of the Sati's operations in 1998 ($0.5 million). 
As a percentage of sales, selling and administrative expenses
increased to 16.4% in 1998 from 14.7% in 1997.
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF   
FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS - continued  

     Depreciation expense remained approximately the same when
compared to the prior year after giving effect to a $0.3 million
reduction resulting from changes in foreign exchange rates. 

     Interest expense increased $0.9 million in 1998, primarily due to
higher incremental borrowings resulting from the sale of $95 million
11 1/4% Senior Subordinated Notes in December 1997.

     Other income, net decreased by $0.3 million primarily due to
decreased interest and investment income when compared to 1997. 

     Taxes on income (benefit) are calculated using an estimated
annual effective income tax rate at the end of each reporting period.
The rate is reviewed and adjusted periodically to reflect changes in
estimates by tax jurisdictions in regulations, rates, deductibility of
expenses, utilization of tax credits, potential tax exposures, and
state and local taxes.


LIQUIDITY AND CAPITAL RESOURCES

     Operating cash flows decreased $4.2 million for the three months
ended March 31, 1998 as compared to the same period in 1997 (before
changes in operating assets and liabilities) primarily as a result of
decreased earnings partially offset by reduced non-cash minority
interest charges.

     Operating assets and liabilities also affected cash flows.  The
net increase in operating cash flows from such changes of $2.5 million
in 1998 as compared to 1997 is primarily due to the timing of accounts
receivable collections and payments of accounts payable and accrued
expenses.

     Investing activities for 1998 included $1.0 million primarily for
an acquisition in France as compared to $2.5 million during 1997 in
Brazil of a leading manufacturer of personalized financial transaction
cards.  The acquisition in 1998 did not have a significant effect on
the Company's results of operations.  The reduction in the level of
capital expenditures to $1.3 million in 1998 reflected the completion
of the expansion of manufacturing capacity in Brazil in 1997.
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF   
FINANCIAL CONDITION AND RESULTS OF OPERATIONS


LIQUIDITY AND CAPITAL RESOURCES - continued

     Financing activities for the three months ended March 31, 1998
included the refinancing of the Leigh-Mardon ("LM") debt in Australia,
increased working capital revolver borrowings and no dividend payments
to ABNB's minority shareholder. The LM refinancing included a five-
year $55.3 million amortizing revolving credit facility. The revolving
credit facility expires in March 2003 with semi-annual commitment step
downs and is initially priced at the bank bill rate plus 1.75%. On
March 26, 1998, in connection with the refinancing, Leigh-Mardon
entered into a three-year floating-to-fixed interest rate swap with
two of the syndicate banks. The notional principal amount of the swap
is equal to 75% of the initial borrowings under the facilities or
approximately $40.1 million. The notional principal amount of the swap
will amortize in line with the semi-annual commitment reductions under
the five-year revolving credit facility. Under the terms of the swap
agreement, Leigh-Mardon will pay the counterparty an average fixed
rate of 5.62% and will receive an amount equal to the 90-day bank bill
rate (approximately 5.0% at March 31, 1998).

     At March 31, 1998, the Company had approximately $17.9 million in
cash and cash equivalents.  The Company's subsidiaries, ABN and ABNH,
are parties to a three-year, $20.0 million revolving credit facility
for general working capital and letters of credit.  At March 31, 1998,
the Company had approximately $13.9 million of availability under its
Credit Facility before reductions for $4.2 million of outstanding
letters of credit and $8.1 million of borrowings.  In addition, LM and
the Sati Group had available unused lines of credit of approximately
$3.0 million and $1.3 million, respectively.

     The Company's long-term debt included $126.5 million of 10 3/8%
Senior Notes, $95.0 million principal amount of 11 1/4% Senior
Subordinated Notes,    $8 million of 11 5/8% Senior Notes, $53.7
million of LM revolving credit facility, $14.7 million of borrowings
in Brazil, $12.1 million of the Sati Group debt and $5.8 million of
other debt.
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF   
FINANCIAL CONDITION AND RESULTS OF OPERATIONS


LIQUIDITY AND CAPITAL RESOURCES - continued

     Management of the Company believes that cash flows from
operations together with cash balances and availability of funds under
its and its subsidiaries credit facilities and asset sales will be
sufficient to service debt and fund capital expenditures for the
foreseeable future.  The Company also believes that it and its
subsidiaries possess sufficient unused debt capacity and access to
debt and equity markets to pursue additional acquisition opportunities
and meet extraordinary working capital needs as they arise.

     Reference is made to the Company's Annual Report on Form 10-K for
the year ended December 31, 1997 "Liquidity and Capital Resources."

IMPACT OF INFLATION

     Reference is made to the Company's Form 10-K for the year ended
December 31, 1997 "Impact of Inflation." 

     In 1994, the Brazilian government introduced a new currency as
part of the government's economic stabilization program designed to
reduce the country's hyper-inflation.  As a result of this program,
the inflation rate has decreased substantially to approximately 4.5%
for 1997, 10% for 1996 and 23% for 1995 as compared to 941% for 1994. 
Prior to 1998, the Company translated ABNB's financial statements as
if ABNB were operating in a hyperinflationary economy.  In prior years
gains and losses resulting from translation and transactions were
determined using a combination of current and historical rates and are
reflected in earnings.

     Effective January 1, 1998, the method of translating ABNB's
financial statements was changed to reflect gains and losses as a
separate component of equity.  The effect of the change reduced
retained earnings by approximately $1.7 million with a corresponding
credit to deferred income taxes.  The Company's domestic, Australian,
New Zealand and French operations are not significantly affected by
inflation.  ABNB's sales represented 40% and 45% of consolidated sales
in 1998 and 1997, respectively.
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF   
FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RECENT DEVELOPMENTS

     On May 5, 1998, the Company announced that it had filed a
registration statement with the Securities and Exchange Commission for
an initial public offering of all the outstanding shares of its
wholly-owned subsidiary, American Bank Note Holographics, Inc.  The
Company plans to use proceeds from the offering to retire its senior
secured debt.

     The Company also announced that it is also considering raising
money in the public markets via its Australian subsidiary, Leigh-
Mardon, by selling part of the company to the public, later in the
year in Australia. The Company is also exploring a variety of
strategies to raise capital through its 77-1/2% owned Brazilian
subsidiary in order to fund its continued growth.


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain statements in this Form 10-Q and in certain documents
incorporated by reference herein constitute "forward-looking"
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 (the "Reform Act").  Such "forward-looking"
statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or
achievements of the Company, or industry results, to be materially
different from any future results, performance, or achievements
expressed or implied by such "forward-looking" statements.  Such
factors are more fully described in the Company's Annual Report on
Form 10-K for the year ended December 31, 1997 which should be
considered in connection with a review of this report.


PART II  OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

     Reference is made to the Company's Annual Report on Form 10-K for
the year ended December 31, 1997.


<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:
Exhibit
Number

 27   Article 5  Financial Data Schedule     **

                     **  Filed electronically herewith


(b)   Reports on Form 8-K 
          Form 8-K filed January 9, 1998
             - Item 5 - Other Events
          Form 8-K filed January 14, 1998
             - Item 5 - Other Events
             - Item 7 - Financial Statements Pro Forma 
                        Financial Statements and Exhibits


                             SIGNATURE


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


AMERICAN BANKNOTE CORPORATION

By:    s/ John T. Gorman       
   John T. Gorman
   Executive Vice President,
   Chief Financial Officer and
   Chief Accounting Officer
   Date: May 15, 1998<PAGE>
<PAGE>


                           Exhibit Index




List of Exhibits Pursuant to Item 601 of Regulation S-K:
Exhibit


 27   Article 5  Financial Data Schedule