Exhibit 3.1  

CERTIFICATE OF DESIGNATIONS OF SERIES B PREFERRED STOCK OF
AMERICAN BANKNOTE CORPORATION

<PAGE>


               CERTIFICATE OF DESIGNATIONS
                           OF
               SERIES B PREFERRED STOCK
                           OF
                          AMERICAN BANKNOTE CORPORATION
               CERTIFICATE OF DESIGNATIONS
                           OF
               SERIES B PREFERRED STOCK
                           OF
                          AMERICAN BANKNOTE CORPORATION


           Pursuant to Section 151 of the Delaware
                General Corporation Law


          I, Harvey J. Kesner,  General  Counsel,  Executive  Vice President and
Secretary of American Banknote Corporation, a corporation organized and existing
under the Delaware General  Corporation Law (the "Company"),  in accordance with
the  provisions  of Section 151 of such law, DO HEREBY  CERTIFY that pursuant to
the  authority  conferred  upon the Board of  Directors  by the  Certificate  of
Incorporation  of the  Company,  the Board of Directors on July 22, 1998 adopted
the following resolution which creates a series of 2,500,000 shares of Preferred
Stock designated as Series B Preferred Stock, as follows:

          RESOLVED,  that  pursuant to Section  151(g) of the  Delaware  General
Corporation  Law and the  authority  vested  in the  Board of  Directors  of the
Company in accordance  with the provisions of ARTICLE FOURTH of the  Certificate
of Incorporation of the Company,  a series of Preferred Stock of the Company be,
and hereby is, created, and the powers, designations,  preferences and relative,
participating,  optional or other  special  rights of the shares of such series,
and the qualifications, limitations or restrictions thereof, be, and hereby are,
as follows:

          Section 1. Designation and Amount.  The shares of such series shall be
designated  as "Series B Preferred  Stock" (the "Series B Preferred  Stock") and
the number of shares constituting such series shall be 2,500,000.

          Section 2.  Dividends and Distributions.
          (A)  In the event the Company shall, at any time after
the issuance of any share of Series B Preferred Stock,  make any distribution on
the shares of Common  Stock of the  Company,  whether by way of a dividend  or a
reclassification  of  stock,  a  recapitalization,   reorganization  or  partial
liquidation  of the Company or  otherwise,  which is payable in cash or any debt
security,  debt instrument,  real or personal property or any other property, or
in shares of capital stock of the Company (other than Common Stock and any other
capital  stock of the Company  entitled  to vote  generally  in the  election of
directors  ("Voting Stock")) or in rights or warrants to acquire any such share,
including any debt security convertible into or exchangeable for any such share,
then, and in each such event, the Company shall simultaneously make on each then
outstanding share of Series B Preferred Stock of the Company a distribution,  in
like kind, equal to such distribution made on a share of Common Stock.

          (B) In the event the Company shall,  at any time after the issuance of
any share of Series B Preferred  Stock,  make any  distribution on the shares of
Common Stock of the Company of rights or warrants to acquire  additional  shares
of Common Stock,  including any debt security  convertible  into or exchangeable
for  any  such  share,   then,  and  in  each  such  event,  the  Company  shall
simultaneously make on each then outstanding share of Series B Preferred Stock a
distribution of rights,  warrants or debt securities entitling the holder of the
Series B Preferred  Stock to acquire or receive upon  conversion or exchange the
same  number  of  shares of Series B  Preferred  Stock  upon the same  terms and
conditions as the rights, warrants or debt securities distributed to the holders
of the Common Stock.

          (C) In the event the Company shall,  at any time after the issuance of
any share of Series B Preferred  Stock,  make any  distribution on the shares of
Common Stock of the Company of rights or warrants to acquire  additional  shares
of Voting Stock,  including any debt security  convertible  into or exchangeable
for  any  such  share,   then,  and  in  each  such  event,  the  Company  shall
simultaneously make on each then outstanding share of Series B Preferred Stock a
distribution of rights,  warrants or debt securities entitling the holder of the
Series B Preferred  Stock to acquire or receive upon  conversion or exchange the
same number of shares of a security  identical  to the Voting  Stock except that
such security shall not have any voting rights greater than the voting rights of
the Series B Preferred  Stock (the  "Non-Voting  Stock") upon the same terms and
conditions as the rights, warrants or debt securities distributed to the holders
of the Common Stock.

          (D) The distributions on the Series B Preferred Stock to which holders
thereof  are  entitled  pursuant  to  Sections  2(A) (B)  and/or  (C)  above are
hereinafter referred to as "Dividends".

          (E) In the event the Company shall,  at any time after the issuance of
any share of Series B Preferred  Stock,  declare or pay any dividend or make any
distribution  on Common Stock payable in shares of Common Stock or Voting Stock,
or effect a  subdivision  or split or a  combination,  consolidation  or reverse
split of the outstanding  shares of Common Stock into a greater or lesser number
of shares of Common Stock,  then in each such case a provision shall be made, as
applicable,  for either (i) a dividend or distribution on the Series B Preferred
Stock payable in shares of Series B Preferred Stock or Non-Voting  Stock, as the
case may be,  equal  to, on a per share  basis,  the  number of shares of Common
Stock or Voting Stock paid on each share of Common Stock,  or (ii) a subdivision
or split or a  combination,  consolidation  or reverse split of the  outstanding
shares of Series B Preferred Stock (each, a "Capital Adjustment"), which Capital
Adjustment  shall be effected in the same  proportion as the adjustment  that is
made to the Common Stock.

          (F) The Company  shall  declare each  Dividend and effect each Capital
Adjustment  at the same  time it  declares  any  cash or  non-cash  dividend  or
distribution  on the Common  Stock in respect of which a Dividend is required to
be paid, or effects a capital adjustment in respect of the Common Stock.

          Section 3.  Voting Rights.  
          (A) Subject to the  provisions  of  Sections  10 and 3(B),  holders of
shares of Series B Preferred Stock shall not be entitled to vote upon any matter
upon which  stockholders  of the  Company are  entitled  to vote,  except to the
extent  required by law,  in which case  holders of record of shares of Series B
Preferred Stock shall have only such voting rights as are required by law.

          (B) In the event that distributions on the Series B Preferred Stock to
which holders  thereof are entitled  pursuant to Sections  2(A),  (B) and/or (C)
shall not have been paid or set  aside for  payment  for four or more  quarterly
dividend periods, whether consecutive or not, the holders of record of Preferred
Stock of the Company of all series  (including  the Series B  Preferred  Stock),
other than any series in respect of which such right is  expressly  withheld  by
the Certificate of Incorporation or the authorizing  resolutions included in any
Certificate of Designations therefor,  shall have the right, at the next meeting
of  stockholders  called for the election of directors,  to elect two members to
the Board of  Directors,  which  directors  shall be in  addition  to the number
required  by the  By-laws  prior to such  event,  to serve until the next Annual
Meeting and until their  successors  are elected and  qualified or their earlier
resignation,  removal or  incapacity  or until such  earlier  time as all unpaid
distributions upon the outstanding shares of Series B Preferred Stock shall have
been paid (or  irrevocably set aside for payment) in full. The holders of shares
of Series B Preferred  Stock shall continue to have the right to elect directors
as provided by the immediately preceding sentence until all unpaid distributions
upon the outstanding shares of Series B Preferred Stock shall have been paid (or
set aside for payment) in full.  Such  directors  may be removed and replaced by
such  stockholders,  and vacancies in such  directorships  may be filled only by
such stockholders (or by the remaining director elected by such stockholders, if
there be one) in the manner permitted by law; provided,  however,  that any such
action by stockholders shall be taken at a meeting of stockholders and shall not
be taken by written consent thereto.

          (C) Notwithstanding the foregoing, the Series B Preferred Stock is not
considered  "Voting  Stock"  as such term is  defined  in the  Company's  Rights
Agreement  (the "Rights  Agreement"),  dated as of March 24,  1994,  between the
Company and Chemical Bank, as Rights Agent.

          Section 4. Reacquired  Shares.  Any shares of Series B Preferred Stock
purchased or otherwise acquired by the Company in any manner whatsoever shall be
retired and cancelled  promptly after the acquisition  thereof.  All such shares
upon their  retirement  and  cancellation  shall become  authorized but unissued
shares of Preferred Stock, without designation as to series, and such shares may
be  reissued  as part of a new  series  of  Preferred  Stock  to be  created  by
resolution or resolutions of the Board of Directors.

          Section 5. Liquidation,  Dissolution or Winding Up. Upon any voluntary
or  involuntary  liquidation,  dissolution  or  winding  up of the  Company,  no
distribution shall be made to the holders of shares of stock ranking junior upon
liquidation,  dissolution  or winding up to the Series B Preferred  Stock unless
the holders of shares of Series B Preferred  Stock shall have  received for each
share of Series B Preferred Stock an amount equal to the greater of (i) $.01 and
(ii) the amount to be distributed per share to holders of Common Stock.

          Section 6. Consolidation, Merger, etc. In case the Company shall enter
into any  consolidation,  merger,  combination or other transaction in which the
shares  of  Common  Stock are  exchanged  for or  changed  into  other  stock or
securities,  cash  and/or  any  other  property,  then  in any  such  case  each
outstanding  share  of  Series B  Preferred  Stock  shall  at the  same  time be
similarly  exchanged  for  or  changed  into  the  aggregate  amount  of  stock,
securities,  cash and/or other property  (payable in like kind), as the case may
be, for which or into which each share of Common Stock is changed or exchanged.

          Section 7. No Redemption. The shares of Series B Preferred Stock shall
not be  redeemable  at  the  option  of  the  Company  or  any  holder  thereof.
Notwithstanding the foregoing sentence of this Section,  the Company may acquire
shares of Series B Preferred  Stock in any other  manner  permitted  by law, the
provisions hereof and the Certificate of Incorporation of the Company.

          Section 8. Ranking.  Unless  otherwise  provided in the Certificate of
Incorporation  of the Company or a  Certificate  of  Designations  relating to a
subsequent  series of  preferred  stock of the  Company,  the Series B Preferred
Stock shall rank (i) junior to the Company's Series A Junior Preferred Stock and
all other series of the Company's preferred stock as to the payment of dividends
and junior to all other series of the Company's  preferred stock (other than the
Company's  Series A Junior  Preferred Stock) as to the distribution of assets on
liquidation,  dissolution  or winding up,  (ii) on a parity  with the  Company's
Series A Junior Preferred Stock as to the distribution of assets on liquidation,
dissolution  or  winding  up and on a  parity  with the  Common  Stock as to the
payment of dividends and (iii) senior to the Common Stock as to the distribution
of assets on liquidation, dissolution or winding up.

          Section 9.  Mandatory Conversion.  
          (A) Subject to the provisions of Section 9(C) below,
all outstanding  shares of Series B Preferred  Stock and Non-Voting  Stock shall
automatically  be converted (the  "Mandatory  Conversion")  at the option of the
Company  effective  as of a date  determined  by  the  Company  (the  "Mandatory
Conversion  Date")  into an equal  number of shares of Common  Stock and  Voting
Stock, respectively, of the Company. All holders of record of shares of Series B
Preferred  Stock  and  Non-Voting  Stock  will be given  written  notice  of the
Mandatory  Conversion Date and the place designated for Mandatory  Conversion of
all such shares of Series B Preferred  Stock and  Non-Voting  Stock  pursuant to
this  Section 9. Such notice  shall be sent by first class or  registered  mail,
postage  prepaid,  to each  record  holder  of  Series  B  Preferred  Stock  and
Non-Voting  Stock at such  holder's  address  last  shown on the  records of the
transfer  agent for the Series B Preferred  Stock and  Non-Voting  Stock (or the
records of the Company, if it serves as its own transfer agent). Upon receipt of
such notice,  each holder of shares of Series B Preferred  Stock and  Non-Voting
Stock shall surrender his or its certificate or certificates for all such shares
to the Company at the place  designated  in such  notice,  and shall  thereafter
receive  certificates  for the number of shares of Common Stock or Voting Stock,
respectively,  to which such holder is entitled  pursuant to this  Section 9. On
the Mandatory Conversion Date, all rights with respect to the Series B Preferred
Stock or Non-Voting Stock so converted, including the rights, if any, to receive
notices and vote, will terminate, except only the rights of the holders thereof,
upon  surrender  of their  certificate  or  certificates  therefor,  to  receive
certificates  for the number of shares of Common Stock or Voting  Stock,  as the
case may be, into which such Series B Preferred  Stock has been  converted,  and
payment of any declared or accrued but unpaid dividends thereon.  If so required
by the Company,  certificates  surrendered  for conversion  shall be endorsed or
accompanied  by  written   instrument  or  instruments  of  transfer,   in  form
satisfactory to the Company, duly executed by the registered holder or by his or
its  attorney  duly  authorized  in writing.  As soon as  practicable  after the
Mandatory  Conversion  Date and the surrender of the certificate or certificates
for  Series B  Preferred  Stock or  Non-Voting  Stock,  as the case may be,  the
Company shall cause to be issued and delivered to such holder,  or on his or its
written order, a certificate or certificates  for the number of shares of Common
Stock or Voting Stock,  respectively,  issuable on such conversion in accordance
with the provisions hereof.

          (B) Subject to the  provisions  of Section 9(C) below,  all holders of
record of shares of Series B Preferred Stock shall have the option,  upon notice
to the  Company,  to convert  any or all of their  shares of Series B  Preferred
Stock, and their shares of Non-Voting  Stock on a pro rata basis,  into an equal
number of shares of Common Stock and Voting Stock, respectively,  of the Company
("Optional  Conversion")  effective on the date  specified in each such holder's
notice to the Company.  Upon the giving of such notice, such holder of shares of
Series B Preferred  Stock shall surrender his or its certificate or certificates
for all such shares to the Company and shall thereafter receive certificates for
the number of shares of Common Stock and Voting Stock,  as applicable,  to which
such holder is entitled pursuant to this Section 9. On the effective date of the
Optional Conversion, all rights with respect to the Series B Preferred Stock and
Non-Voting Stock so converted,  including the rights, if any, to receive notices
and vote, will terminate,  except only the rights of the holders  thereof,  upon
surrender of their certificate or certificates therefor, to receive certificates
for the number of shares of Common Stock and Voting Stock,  as applicable,  into
which such Series B  Preferred  and  Non-Voting  Stock has been  converted,  and
payment of any declared or accrued but unpaid dividends thereon.  If so required
by the Company,  certificates  surrendered  for conversion  shall be endorsed or
accompanied  by  written   instrument  or  instruments  of  transfer,   in  form
satisfactory to the Company, duly executed by the registered holder or by his or
its  attorney  duly  authorized  in writing.  As soon as  practicable  after the
effective date of the Optional  Conversion and the surrender of the  certificate
or  certificates  for  Series  B  Preferred  Stock  and  Non-Voting   Stock,  as
applicable,  the Company  shall cause to be issued and delivered to such holder,
or on his or its written order, a certificate or certificates  for the number of
shares of  Common  Stock and  Voting  Stock,  as  applicable,  issuable  on such
conversion in accordance with the provisions hereof.

          (C) A Mandatory Conversion or Optional Conversion may be effected only
if, after  giving  effect to such  conversion,  the person  receiving  shares of
Common Stock and Voting Stock of the Company, as applicable, upon the conversion
would not be considered an "Acquiring Person" or an Affiliate or Associate of an
Acquiring Person as such terms are defined in the Company's Rights Agreement.

          Section 10.  Amendment.  The provisions hereof shall not be amended in
any manner which would adversely affect the rights,  privileges or powers of the
Series B Preferred Stock without,  in addition to any other vote of stockholders
required  by law,  the  affirmative  vote of the  holders of a  majority  of the
outstanding  shares of Series B  Preferred  Stock,  voting  together as a single
class.

               IN  WITNESS   WHEREOF,   I  have  executed  and  subscribed  this
Certificate  of  Designations  and do affirm  the  foregoing  as true  under the
penalties of perjury this 29th day of July, 1998.

                          s/Harvey J. Kesner
                          -----------------------
                          Name:  Harvey J. Kesner
                          Title: General Counsel, 
                          Executive Vice
                          President and
                          Secretary
ATTEST:

s/ Naina Rasheed
----------------