<PAGE> 1
               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 June 30, 1997

                               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 August 5, 1997 - 20,279,848 shares of common stock were
outstanding.
<PAGE>
<PAGE> 2
                  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
      June 30, 1997 and December 31, 1996 . . . . . . . . .      3

   Unaudited Condensed Consolidated Statements of Operations
      For the Six and Three Months Ended June 30, 1997 
      and 1996. . . . . . . . . . . . . . . . . . . . . .        4

   Unaudited Condensed Consolidated Statements of Cash Flows
      For the Six Months Ended June 30, 1997 and 1996 . . .      5

   Unaudited Condensed Consolidated Statement of Stockholders'
      Equity For the Six Months Ended June 30, 1997 . . . .      6

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

 Item 2. Management's Discussion and Analysis of
      Financial Condition and Results of Operations . . . .     10

PART II - OTHER INFORMATION 

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

 Item 4. Submission of Matters to a Vote of 
         Security Holders . . . . . . . . . . . . . . . . .     16

 Item 6. Exhibits and Reports on Form 8-K . . . . . . . . .     17
<PAGE>
<PAGE> 3
PART I - Financial Information      
ITEM 1.  Financial Statements
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except for share data)
                                                     June     December
                                                   30, 1997   31, 1996
ASSETS                                           (Unaudited)
Current assets
 Cash and cash equivalents . . . . . . . . . .    $  9,886    $ 14,256
 Marketable securities - at market,
   (cost $826 and $1,746). . . . . . . . . . .         993       2,133
 Accounts receivable, net of allowance for
   doubtful accounts of $945 and $981. . . . .      39,530      47,501
 Inventories . . . . . . . . . . . . . . . . .      38,199      35,622
 Deferred income taxes . . . . . . . . . . . .       4,756       4,261
 Prepaid expenses and other. . . . . . . . . .      13,105       9,362
      Total current assets . . . . . . . . . .     106,469     113,135

Property, plant and equipment, at cost, 
 net of accumulated depreciation and 
 amortization of $104,170 and $96,385  . . . .     249,109     253,987
 
Other assets . . . . . . . . . . . . . . . . .      27,603     27,974

Excess of cost of investment in subsidiaries 
 over net assets acquired, net of accumulated 
 amortization of $7,288 and $5,662 . . . . . .      88,156      85,282
                                                  $471,337    $480,378
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
 Revolving credit. . . . . . . . . . . . . . .    $  5,049    $  3,103
 Current portion of long-term debt . . . . . .      16,621      14,450
 Accounts payable and accrued expenses . . . .      55,550      60,049
      Total current liabilities. . . . . . . .      77,220      77,602

Long-term debt . . . . . . . . . . . . . . . .     255,611     263,548
Other liabilities. . . . . . . . . . . . . . .      26,493      24,706
Deferred income taxes  . . . . . . . . . . . .      43,345      47,456
Minority interest. . . . . . . . . . . . . . .      20,451      20,789
                                                   423,120     434,101
Commitments and Contingencies

Stockholders' equity
 Preferred Stock, authorized 5,000,000 shares,
   no shares issued or outstanding . . . . . .
 Common Stock, par value $.01 per share,
   authorized 50,000,000 shares; issued 
   20,279,848 shares and 20,137,880 shares . .         203         202
 Capital surplus . . . . . . . . . . . . . . .      69,298      68,609
 Retained-earnings (deficit) . . . . . . . . .     (19,106)    (21,362)
 Treasury stock, at cost (281,000 shares)  . .      (1,253)     (1,253)
 Cumulative currency translation adjustment  .        (925)         81
      Total stockholders' equity . . . . . . .      48,217      46,277
                                                  $471,337    $480,378

See notes to condensed consolidated financial statements.

<PAGE>
<PAGE> 4
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
(Amounts in thousands, except per share data)



                                      Six Months Ended     Three Months Ended
                                           June 30              June 30
                                        1997     1996       1997       1996 


Sales. . . . . . . . . . . . . . . . $160,264  $130,681    $79,168   $70,764

Costs and expenses:
 Cost of goods sold. . . . . . . . .  107,828    88,570     52,457    46,566
 Selling and administrative  . . . .   22,919    19,228     10,994    10,148
 Depreciation and amortization . . .   11,453     8,697      5,706     5,156
                                      142,200   116,495     69.157    61,870

                                       18,064    14,186     10,011     8,894
Other (expense) income:
 Interest expense. . . . . . . . . .  (15,902)  (12,641)    (8,130)   (6,573)
 Foreign translation losses, net . .     (107)     (136)       (26)      (82)
 Other, net. . . . . . . . . . . . .    1,659       380      1,061       569 
                                      (14,350)  (12,397)    (7,095)   (6,086) 
Income before taxes on income
 and minority interest . . . . . . .    3,714     1,789      2,916     2,808 

Taxes on income (benefit). . . . . .     (436)     (501)      (269)      364 

 Income before minority interest . .    4,150     2,290      3,185     2,444 

Minority interest. . . . . . . . . .    1,894     1,727      1,046     1,079

 Net Income . . .  . . . . . . . . . $  2,256   $   563    $ 2,139   $ 1,365

Weighted average number of common 
 and common equivalent shares 
 outstanding . . . . . . . . . . . .   21,050    20,000     21,130    20,210

 Net income per share. . . . . . . . $    .11   $   .03   $    .10   $   .07 





See notes to condensed consolidated financial statements.
<PAGE>
<PAGE> 5
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
(Dollars in thousands)
                                                    Six Months Ended
                                                        June 30
                                                   1997        1996  
Operating Activities:
  Net cash from operations, after adjustments 
   to reconcile income to net cash provided by 
   operating activities. . . . . . . . . . .      $12,738    $  9,693 
   Marketable securities . . . . . . . . . .        1,175        (650)
   Accounts receivables. . . . . . . . . . .        7,333     (10,834)
   Inventories . . . . . . . . . . . . . . .       (3,140)      1,426
   Prepaid and other assets. . . . . . . . .       (3,666)       (535)
   Accounts payable and accrued expenses . .       (8,667)     (3,809)
   Other . . . . . . . . . . . . . . . . . .       (1,336)     (3,136)
  Net cash provided by (used in) 
    operating activities . . . . . . . . . .        4,437      (7,845)

Investing Activities:
  Acquisitions . . . . . . . . . . . . . . .       (2,520)      1,789
  Capital expenditures . . . . . . . . . . .       (4,117)    (10,964)
  Net cash used in investing activities. . .       (6,637)     (9,175)

Financing Activities:
  Borrowings . . . . . . . . . . . . . . . .        6,191       7,349
  Revolving credit borrowings. . . . . . . .        1,946       1,920
  Dividend to minority shareholder . . . . .       (2,533)       (685)
  Payment of long-term debt. . . . . . . . .       (7,854)          -
  Net cash provided by or (used in)
    financing activities . . . . . . . . . .       (2,250)      8,584

Effect of foreign currency exchange rate 
  changes on cash and cash equivalents . . .           80         (67)


Decrease in cash and cash equivalents. . . .       (4,370)     (8,503)

Cash and cash equivalents 
   beginning of period . . . . . . . . . . .       14,256      23,525

Cash and cash equivalents 
   end of period . . . . . . . . . . . . . .      $ 9,886     $15,022


Supplemental cash payments:
  Taxes. . . . . . . . . . . . . . . . . . .      $ 3,400     $ 4,300
  Interest . . . . . . . . . . . . . . . . .      $14,200     $11,200


See notes to condensed consolidated financial statements.
<PAGE>
<PAGE> 6
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - UNAUDITED
SIX MONTHS ENDED JUNE 30, 1997
(Amounts in thousands)

[CAPTION]
<TABLE>
  
                                                                      Cumulative
                                                Retained              Currency
                    Common Stock     Capital    Earnings   Treasury   Transl.     Total
                    Shares Amount    Surplus   (Deficit)   Stock      Adjust.     Equity
<S>                 <C>      <C>     <C>       <C>         <C>           <C>      <C>
Balance -
January 1, 1997     20,138   $202    $68,609   $(21,362)   $(1,253)      $ 81     $46,277

Issuances in 
  connection    
  with option and    
  compensation    
  plans                141      1        689                                          690

Foreign 
  currency     
  translation    
  adjustment    
  for period                                                           (1,006)     (1,006)

Net income                                        2,256                             2,256

Balance -
June 30, 1997       20,279   $203    $69,298   $(19,106)   $(1,253)    $ (925)    $48,217




</TABLE>









See notes to condensed consolidated financial statements.
<PAGE>
<PAGE> 7
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, 1996.  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
fiscal year.

Primary and fully-diluted income per share are the same.

Note B - Inventories
                                               June     December
                                             30, 1997   31, 1996
                                                (in thousands)

   Finished goods. . . . . . . . . . . . .    $ 5,139    $ 6,288
   Work in process . . . . . . . . . . . .     17,319     14,905
   Raw materials and supplies. . . . . . .     15,741     14,429
                                              $38,199    $35,622

Note C - Commitments and Contingencies

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

In June 1997, the Company entered into agreements to acquire, through
an unrestricted subsidiary, several small printing companies for
shares of the Company's Common Stock and cash for an aggregate
purchase price of approximately $11 million. The cash portion of the
acquisition is expected to be financed by non-recourse borrowings.

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 operation.

<PAGE>
<PAGE> 8
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED   

Note D - Accounting Pronouncements

Statement of Financial Accounting Standards (SFAS) No. 128 "Earnings
per Share", was issued in February 1997 and is effective for interim
and annual periods ending after December 15, 1997.  SFAS No. 128,
establishes standards for comparing and presenting earnings per share
and will require the restatement of all prior-period earnings-per-share data.  
The implementation of SFAS No. 128 will not have a
material impact on the Company's earnings per share.  SFAS No. 129,
"Disclosure of Information about Capital Structure", was issued in
February 1997 and is effective for periods ending after December 15,
1997.  This statement establishes standards for disclosing information
about an entity's capital structure by superseding and consolidating
previously issued accounting standards.  The financial statements of
the Company are prepared in accordance with the requirements of SFAS
No. 129 

Note E - Subsequent Events

On July 24, 1997, the Company sold in a private placement $5 million
principal amount of a Zero Coupon Subordinated Convertible Debenture, 
due August 2, 2002 (the "Security") plus warrants, the proceeds of
which may be used in connection with operating expenses, general
corporate purposes and acquisitions.  At maturity, the outstanding
Security is automatically converted into Common Stock resulting in the
Security being treated as a component of stockholders' equity, which
will increase from approximately $48 million to $53 million. Interest
will accrete at 6% per annum on the Security.

Holders may convert the Security, from time to time, at 100% of the
average of the two consecutive trading days' closing prices yielding
the lowest average price during 25 trading days prior to conversion or
$6.00, whichever is lower, except during the 25 days following
issuance when the conversion price is $4.5625 (the closing price on
the date of issuance). The Security may be redeemed in cash at the
election of the Company in lieu of issuing shares of Common Stock if
the closing price is below $3.50 per share and, beginning 90 days
after the effectiveness of registration of the Common Stock, at any
time the closing price during 10 consecutive days is greater than
$6.50 per share.  Redemption prices vary depending on the type of
redemption transaction from the closing price on the date of
conversion (or an average of 5 days prices) multiplied by the number 
<PAGE>
<PAGE> 9
AMERICAN BANKNOTE CORPORATION AND SUBSIDIARIES 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note E - Subsequent Events - Continued

of shares that would have been issued upon conversion to 110% of the
principal amount called for redemption.  No more than 20% of the
Security may be converted during the first 90-day period and each
successive 60-day period until the 210th day, and 20% each 90 days
thereafter following closing unless the closing price exceeds $6.50 or
is greater than 115% of the prior day's closing price, whereupon full
conversion is permitted on that day.

In connection with the Security, the Company issued 140,000 two-year
warrants exercisable at $5.70 (125% above the closing price on the
date of issuance), and 75,000 three-year warrants at $6.4125, (140%
above the closing price on the date of issuance) and the value of the
warrants will be accreted over the 5-year term of the Security. If the
Company redeems the Security, additional warrants for 21 shares for
each $1,000 redeemed are issuable with an exercise price equal to the
closing price. The Security is subordinated to all existing or future
bank, institutional, financial transaction or acquisition
indebtedness.

The Company has agreed to seek registration for re-sale of the Common
Stock into which the Security is convertible within 120 days of
closing.
<PAGE>
<PAGE> 10
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF   
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

General

On June 3, 1996, the Company acquired a 55% equity interest in ABN
Australasia Limited ("ABAL"), and as of October 1, 1996, acquired the
remaining 45% equity interest. The acquisition of ABAL, also known as
Leigh-Mardon, was accounted for as a purchase transaction and its
operations have been included in the consolidated operations since the
acquisition dates. The acquisition had a significant impact on the
operations of the Company beginning in the third quarter of 1996. 

COMPARISON OF RESULTS OF THE SIX MONTHS ENDED JUNE 30, 1997
WITH THE SIX MONTHS ENDED JUNE 30, 1996

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 six-month periods ended 
June 30:
                                         1997           1996 
                                             (in millions)
                                        $      %        $      % 
                                                
Transaction Cards & Systems . . . .   55.5   34.6     48.4   37.0
Printing Services 
  & Document Management . . . . . .   26.7   16.7     25.5   19.5
Security Printing Solutions . . . .   78.1   48.7     56.8   43.5
                                     160.3  100.0    130.7  100.0

Sales increased by $29.6 million or 22.6% from 1996.  Sales of
Transaction Cards & Systems increased $7.1 million or 14.7%, sales of
Printing Services & Document Management increased $1.2 million or
4.7%, and sales of Security Printing Solutions increased $21.3 million
or 37.5%.  The  increase in sales is principally due to the inclusion
of ABAL's sales in 1997. Sales by foreign subsidiaries represented
71.8% of consolidated sales in 1997 as compared to 65.6% in 1996, 
primarily due to the ABAL acquisition discussed above.

Cost of goods sold increased $19.3 million or 21.7%, principally due
to the inclusion of ABAL's cost of sales in 1997.  However, as a
percentage of sales, cost of goods sold declined to 67.3% in 1997 from
67.8% in 1996.  This decrease is primarily attributable to product
mix.  The product mix in any given period is not indicative of the
expected product mix in future periods.
<PAGE>
<PAGE> 11
COMPARISON OF RESULTS OF THE SIX MONTHS ENDED JUNE 30, 1997
WITH THE SIX MONTHS ENDED JUNE 30, 1996 - Continued

Selling and administrative expenses increased $3.7 million (19.2%)
from 1996, principally due to the ABAL acquisition.  As a percentage
of sales, selling and administrative expenses were 14.3% in 1997 as
compared to 14.7% in 1996.

Depreciation expense increased $2.8 million, due to the ABAL
acquisition and the expansion of manufacturing capacity.

Interest expense increased $3.3 million in 1997, primarily due to
non-recourse debt incurred in Australia to acquire ABAL and debt in
Brazil to fund increased manufacturing capacity.

Foreign translation losses, net, are a result of the translation of
Brazilian local currency financial statements into US dollars.

Other income, net, increased $1.3 million, due to increased interest
income and a decrease in other expenses.

The cumulative tax provision is 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.  Reductions in liabilities for taxes no longer
required considerably impacted the estimated annual effective income
tax rate.

Minority interest is principally the 22.5% minority interest in
ABN-Brazil.

COMPARISON OF RESULTS OF THE THREE MONTHS ENDED JUNE 30, 1997
WITH THE THREE MONTHS ENDED JUNE 30, 1996

The following table presents the three product lines for the three-
month periods ended June 30:
                                         1997           1996 
                                             (in millions)
                                        $      %        $      % 
                                                
Transaction Cards & Systems . . . .   28.9   36.5     28.4   40.1
Printing Services 
  & Document Management . . . . . .   11.5   14.5     12.5   17.7
Security Printing Solutions . . . .   38.8   49.0     29.9   42.2
                                      79.2  100.0     70.8  100.0
<PAGE>
<PAGE> 12
COMPARISON OF RESULTS OF THE THREE MONTHS ENDED JUNE 30, 1997
WITH THE THREE MONTHS ENDED JUNE 30, 1996 - Continued

Sales increased by $8.4 million or 11.9% from 1996.  The overall
increase is mainly due to the inclusion of ABAL's sales in 1997.  The
modest increase in Transaction Cards & Systems sales reflects the
decreased deliveries of stored-value telephone cards in Brazil from
the prior period.

Cost of goods sold increased $5.9 million or 12.7%, principally due to
the inclusion of ABAL's cost of sales in 1997. As a percentage of
sales, cost of goods sold increased to 66.3% in 1997 from 65.8% in
1996.  This increase is primarily attributable to higher fixed costs
incurred in Brazil for future manufacturing capacity offset in part by
product mix. The product mix in any given period is not indicative of
the expected product mix in future periods.

Selling and administrative expenses increased $0.8 million (8.3%) from
1996, principally due to the ABAL acquisition.  As a percentage of
sales, selling and administrative expenses were 13.9% in 1997 as
compared to 14.3% in 1996.

Depreciation expense increased $0.6 million, due to the ABAL
acquisition and the expansion of manufacturing capacity.

Interest expense increased $1.6 million in 1997, primarily due to
non-recourse debt incurred in Australia to acquire ABAL and debt in
Brazil to fund increased manufacturing capacity.

Foreign translation losses, net, are a result of the translation of
Brazilian local currency financial statements into US dollars.

Other income, net, increased $0.5 million, due to increased interest
income and a decrease in other expenses.
<PAGE>
<PAGE> 13
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF   
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

Operating cash flows increased $3.0 million for the six months of 1997
as compared to the same period in 1996 (before changes in operating
assets and liabilities) primarily as a result of increased earnings
and higher depreciation and amortization. The increase in certain
non-cash charges, such as depreciation and amortization, is due mainly
to the ABAL acquisition and increased capital expenditures.     

There is a $9.2 million increase in operating cash flows from changes
in operating assets and liabilities from the prior period.  However,
the unfavorable changes in operating assets and liabilities in 1996
included approximately $9.0 million as a result of the ABAL
acquisition.  Other changes are principally due to the timing of
accounts receivable collections and payments of accounts payable and
accrued expenses.

Investing activities for 1997 included $2.5 million for an acquisition
in Brazil of a leading supplier of personalized financial transaction
cards. The acquisition did not have a significant effect on the
Company's results of operations for the second quarter.  The higher
level of capital expenditures in 1996 reflected the expansion of
manufacturing capacity in Brazil.

Financing activities for the first six months of 1997 included
increased debt payments, reduced borrowings and an increased dividend
payment to ABN-Brazil's minority shareholder.

At June 30, 1997, the Company had approximately $10.9 million in cash
and cash equivalents and marketable securities and approximately $12.1
million of availability under its Credit Agreement before reductions
for $0.4 million of outstanding letters of credit and $5.0 million of
borrowings. In addition, ABAL had approximately $3.3 million available
under a line of credit.  The Company's long-term debt included $126.5
million of 10 3/8% Senior Notes outstanding, $65.0 million of 11 5/8%
Senior Notes outstanding, $60.6 million of non-recourse debt at ABAL,
$11.2 million of borrowings in Brazil and $9.8 million of other debt.  
<PAGE>
<PAGE> 14
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF   
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES - continued

The Company's Brazilian subsidiary received an extension of its
current stored-value telephone card contract to November 1997. During
the extension period, a proposal will be submitted for a two-year
supply contract beginning December 1, 1997.

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. See Note E of Notes
to Condensed Consolidated Financial Statements.

Reference is made to the Company's Annual Report on Form 10-K for the
year ended December 31, 1996 "Liquidity and Capital Resources."

IMPACT OF INFLATION

Reference is made to the Company's Form 10-K for the year ended
December 31, 1996 "Impact of Inflation." 

Currently, as a result of hyper-inflation in Brazil in prior years,
gains and losses for ABN-Brazil resulting from foreign currency
translation and transactions are determined using a combination of
current and historical rates.  The inflation rates in Brazil have
declined substantially in recent years. As a result, the method of
translating ABN-Brazil's financial statements may be changed to the
method used to translate ABAL's financial statements. ABAL's results
of operations are translated into US dollars using average exchange
rates during the period, while assets and liabilities are translated
using current rates.  Resulting translation adjustments are
accumulated as a separate component of stockholders' equity.  Foreign
currency transaction gains and losses are included in earnings. The
change in the method of translating ABN-Brazil's balance sheet is not
anticipated to have a material impact on the consolidated balance
sheet.
<PAGE>
<PAGE> 15
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF   
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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, 1996 which should be
considered in connection with a review of this report.
<PAGE>
<PAGE> 16
PART II  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Company has reached a settlement in Vladimir v. United States
Banknote Corporation, et al., the class action pending in the 
United States District Court for the Southern District of New York,
pursuant to a Stipulation of Class Action Settlement executed on 
June 17, 1997.  On July 2, 1997, the Court approved a preliminary
order providing for mailing of notice and proof of claims to class
members and scheduling a hearing on September 26, 1997 to consider the
fairness, reasonableness and adequacy of the proposed settlement.

Pursuant to the settlement terms, insurers for the Company have
deposited into escrow $3.7 million towards the $4.2 million settlement
amount. The settlement terms provide that the Company shall deposit
into escrow by December 1, 1997 an additional $500,000, plus interest
from July 1, 1997, or $800,000 thereafter.

Reference is made to the Company's Annual Report on Form 10-K for the
year ended December 31, 1996.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

As a result of a vote of stockholders at the Annual Meeting of
Stockholders held on June 11, 1997, it was resolved that:

     1. The Directors nominated for election were elected with the
votes cast as follows:

     Nominee                   Votes In Favor    Votes Withheld 
     Bette B. Anderson           16,274,071          706,295
     Dr. Oscar Arias S.          16,274,473          705,893
     C. Gerald Goldsmith         16,274,399          705,967
     Ira J. Hechler              16,275,122          705,244
     David S. Rowe-Beddoe        16,274,473          705,893
     Alfred Teo                  16,275,273          705,093
     Morris Weissman             16,272,856          707,510

     2.  The proposal to approve the appointment of Deloitte & Touche
LLP as independent auditors for the fiscal year ending December 31,
1997 was approved by a vote of 16,885,847 in favor, 27,847 against and
66,052 abstained.



<PAGE>
<PAGE> 17
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:
Exhibit
Number

 2.1  Zero Coupon Convertible Subordinated Debenture dated 
      July 24, 1997 in the principal amount of $5 million    **

 4.1  Amendment to Credit Agreement dated as of July 1, 1997 among 
      American Bank Note Company and American Bank Note Holographics,
      Inc., the Company and The Chase Manhattan Bank as Agent and
      Lender.     **
     
 27   Article 5 Financial Data Schedule     **

  **  Filed electronically herewith

(b)   Report on Form 8-K - None


                             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: August 14, 1997<PAGE>
<PAGE> 18

                           Exhibit Index




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

 2.1  Zero Coupon Convertible Subordinated Debenture dated 
      July 24, 1997 in the principal amount of $5 million    **

 4.1  Amendment to Credit Agreement dated as of July 1, 1997 among 
      American Bank Note Company and American Bank Note Holographics,
      Inc., the Company and The Chase Manhattan Bank as Agent and
      Lender
     

 27   Article 5 Financial Data Schedule