Exhibit 4.1

Amending  Agreement to the Senior Debt Facility  Agreement Dated August 10, 1998
between ABN Australasia Limited  ("Borrower")  American Banknote Corporation and
Chase Securities  Australia  Limited  ("Agent"),  for itself and as Agent of the
Participants.

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                  Amending Agreement to the Senior Debt Facility Agreement 

Date:             1998                                                   

Parties:          ABN AUSTRALASIA LIMITED (ACN 072 664 692) incorporated in    
                  Victoria of 1144 Nepean Highway, Highett, Victoria           
                  ("Borrower")                                                 
                  EACH COMPANY set out in schedule 1 (each a "Guarantor" and   
                  together the "Guarantors")                                   
                  AMERICAN BANKNOTE CORPORATION a company incorporated in      
                  Delaware and of the 49th Floor, 200B Park Avenue, New York   
                  ("ABN")
                  CHASE SECURITIES AUSTRALIA LIMITED (ACN 002 888 011) of      
                  Level 35, AAP Centre, 259 George Street, Sydney, NSW         
                  ("Agent"), for itself and as Agent of the Participants

Recitals:
              A.  The Participants  have provided at the request of the Borrower
                  and each  Guarantor the facilities on the terms set out in the
                  Agreement.

              B.  The Agent, acting on the instructions of all Participants, has
                  agreed at the request of the  Borrower to amend the  Agreement
                  on the terms set out below.

Operative provisions:

1.  Interpretation

             1.1  In this  agreement,  words and phrases  not  defined  have the
                  meaning given in the Agreement.
             1.2  The  following  words have these  meanings  in this  agreement
                  unless the contrary intention appears:

     Agreement  means the agreement  entitled  "Senior Debt Facility  Agreement"
     between, among others, the Borrower and the Guarantors dated 3 June 1996 as
     amended by the agreement  entitled "Senior Debt Facility Agreement Novation
     and Amendment Agreement" dated 26 February 1998 between,  among others, the
     parties to this agreement.

     Effective  Date  means  the date on which the Agent  receives  (or,  on the
     instructions of a Majority Participants,  waives in writing the receipt of)
     the condition precedent documents described in clause 3.1.

Incorporation of Terms
             1.3  Clauses  1.2  to  1.8  (inclusive).   36  (Governing  Law  and
                  Jurisdiction),  37 (Counterparts)  and 38  (Acknowledgment  by
                  Borrowers and Guarantors)  apply as if set out in full in this
                  agreement  with  references to "this  Agreement"  construed as
                  references to this agreement.

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2.  Amendments

Amendments to "Margin"
             2.1  On and  from 1 July  1998  the  parties  agree  that,  for the
                  purposes of calculating the interest  payable under clause 9.3
                  of the  Agreement  for the period  commencing  1 July 1998 and
                  ending on 31 March 1999 ("Review Period"), the Margin for each
                  Funding  Period will be 2.5% per annum.  For the  avoidance of
                  doubt, it is further agreed that the Margin, in respect of any
                  portion of a Funding Period outside the Review Period,  is the
                  Margin  that would have  otherwise  been  payable but for this
                  clause.

Amendments to financial covenants
             2.2  On and from the Effective Date clauses 15.3(a), (b) and (c) of
                  the Agreement are amended to read as follows:

     "The Borrower and each  Guarantor  undertake to each  Indemnified  Party as
     follows,  except to the extent that the Agent acting on the instructions of
     the Majority Participants consents.

                  (a)   It will ensure that the ratio of:

                        (i)  EBITDA at each Quarterly Date and in respect of the
                             12 month period ending on that date; to

                        (ii) Interest  Expense  under  this  Agreement  paid  or
                             payable in cash during that period,

     is, with  respect to each  Quarterly  Date up to and  including 31 December
     1998, not less than 2.5:1 and for each Quarterly Day  thereafter,  not less
     than 3:1.

                  (b) It will ensure that the ratio of:

                        (i)  Total Debt at each Quarterly Date; to

                        (ii) EBITDA   for  the  12  month   period   immediately
                             preceding each Quarterly Date,

     is, with  respect to 30 June 1998 and 30 September  1998,  not greater than
     4.75:1, with respect to 31 December,  not greater than 4.25:1, and for each
     Quarterly Date thereafter, not greater than 4:1.

                  (c) It will ensure that the ratio of:

                        (i)  EBITDA for the 12 month period immediately
                             preceding each Quarterly Date; to

                        (ii) Debt Service during that period,

     is, with respect to each  Quarterly  Date up to and  including 30 September
     1998, not less than 1.75:1, with respect to 31 December 1998, not less than
     1.5:1,  and with respect to each Quarterly Date  thereafter,  not less than
     1.75:1."

             3.1  Clause  2.2 has  effect  on the date the  Agent  receives  the
                  following in form and substance satisfactory to it:

                  (a)   a  certificate  signed by a director or secretary of the
                        Borrower  confirming that no alterations  have been made
                        to  the  memorandum  and  articles  of  association  and
                        certificate  of  registration  of the  Borrower and each
                        Guarantor since 26 February 1998; and

                  (b)   a  certified  copy of an  extract  of the  minutes  of a
                        meeting of the board of  directors  of the  Borrower and
                        each Guarantor which:

                        (i)  evidences the resolutions authorising: 

                             (A)  the signing and delivery of and  observance of
                                  obligations under this agreement, and

                             (B)  the  appointment  of an  authorised  agent  to
                                  execute this agreement on its behalf, and

                        (ii) acknowledges  that this  agreement will benefit it;
                             and

                  (c)   this agreement  signed and delivered by the Borrower and
                        all Guarantors.

             3.2  Anything  required to be  certified  under  clause 3.1 must be
                  certified  by the  secretary  or a director of the Borrower or
                  the relevant Guarantor as being true and complete as at a date
                  no earlier than 7 days before the date of this agreement.

4.  Acknowledgments

             4.1  The  Borrower  and  the  Guarantors   acknowledge   that  this
                  agreement is a "Transaction Document" within the definition of
                  that term in the Agreement.

             4.2  On the Effective  Date, the Borrower and the  Guarantors  make
                  the representations  and warranties  contained in clause 14 of
                  the Agreement.

             4.3  The Borrower and the  Guarantors  acknowledge  that nothing in
                  this agreement  affects or limits their  existing  obligations
                  under any Transaction Document.

<PAGE>


5.  Amendment Fee

     If it has not already done so, ABN must pay to the Agent, upon execution of
     this  agreement  for the account of the  Participants,  an amendment fee of
     0.5% calculated on the aggregate of each Participant's
   Commitment.  This fee shall not be refunded by the Borrower to ABN.

             6.1  In addition to the  undertakings  contained in the  Agreement,
                  the Borrower also undertakes:

                  (a)   to convene a monthly meeting with the Agent and
                        the Participants to review the financial
                        undertakings as amended by clause 2 of this
                        agreement on a 12 month trailing basis
                        calculated from the most recent Quarterly Date. 
                        For the avoidance of doubt, the financial
                        covenants in clause 2 of this agreement will
                        continue to be tested quarterly;

                  (b)   that no further  payment of funds from the  Borrower  to
                        ABN will occur without the prior written  consent of the
                        Agent acting on the  instructions  of all  Participants;
                        and

                  (c)   a  debt   compliance   letter  will  be  issued  by  the
                        Borrower's  auditor  on the  financial  undertakings  as
                        amended by clause 2 of this  agreement  no later than 30
                        days after each  Quarterly  Date up to and  including 31
                        March 1999,

                  for the period commencing on the date of this agreement and  
                 ending on 31 March 1999 or on the first Quarterly Date        
           thereafter which the Borrower complies with its financial           
        undertakings as amended by clause 2 of this agreement                  
 whichever is the latter.

             6.2  ABN  agrees  to  ensure  the   Borrower   complies   with  the
                  undertakings contained in clause 6.1.

7.  Representation

     ABN confirms that between the date of signing of the Agreement and the date
  of signing of the Amending  Agreement,  the  Borrower has made  payments of an
  aggregate amount of A$850,000 to ABN representing the Borrowers pro rata share
  of the ABN group's global corporate insurance policy.

EXECUTED as an agreement

<PAGE>


Schedule 1   Guarantors


Name (ACN)               Place of Incorporation        Address

ABN Australasia          Victoria                      1144 Nepean Highway     
Holdings Pty Limited                                   Highett, Victoria 3199
(ACN 072 977 229)

American Banknote        Victoria                      1144 Nepean Highway    
 Pacific Pty Ltd                                       Highett, Victoria 3199
(ACN 072 977 265)

American Banknote        Victoria                      1144 Nepean Highway
 Australasia Pty Ltd                                   Highett, Victoria 3199
(ACN 072 977 292)

Leigh-Mardon Payment     Victoria                      1144 Nepean Highway
 Systems Pty Limited                                   Highett, Victoria 3199
(ACN 006 412 657)

American Banknote        Victoria                      c/- Chapman Tripp
 New Zealand Limited                                   Sheffield Young
                                                       Level 1
                                                       AMP Centre
                                                       1 Grey Street
                                                       Wellington
                                                       New Zealand


<PAGE>




SIGNED by
as attorney for ABN
AUSTRALASIA LIMITED under
power of attorney dated

in the presence of:

 .................................. 
Signature of witness

 ..................................
Name of witness (block letters)

 ..................................        ..................................
Address of witness                        By executing this agreement the 
                                          attorney states that the attorney
 ..................................        has received no notice of revocation
Occupation of witness                     of the power of attorney





SIGNED by
as attorney for EACH GUARANTOR 
under power of attorney dated
in the presence of:

 ..................................
Signature of witness

 ..................................
Name of witness (block letters)

 ..................................        ..................................
Address of witness                        By executing this agreement the 
                                          attorney states that the attorney
 ..................................        has received no notice of revocation
Occupation of witness                     of the power of attorney













<PAGE>




SIGNED by
as attorney for ABN BANKNOTE
CORPORATION under power
of attorney dated

in the presence of:

 .................................. 
Signature of witness

 ..................................
Name of witness (block letters)

 ..................................        ..................................
Address of witness                        By executing this agreement the 
                                          attorney states that the attorney
 ..................................        has received no notice of revocation
Occupation of witness                     of the power of attorney





SIGNED by
as attorney for CHASE SECURITIES
AUSTRALIA LIMITED (for itself and
as Agent for the Participants)
under power of attorney dated

in the presence of:

 ..................................
Signature of witness

 ..................................
Name of witness (block letters)

 ..................................        ..................................
Address of witness                        By executing this agreement the 
                                          attorney states that the attorney
 ..................................        has received no notice of revocation
Occupation of witness                     of the power of attorney














                   Dated 1998


 Amending Agreement
 to the Senior Debt
 Facility Agreement


 ABN AUSTRALASIA LIMITED
 ("Borrower")
 EACH COMPANY SET OUT IN
 SCHEDULE 1
 (each a "Guarantor")
 AMERICAN BANKNOTE CORPORATION, INC
 ("ABN")
 CHASE SECURITIES AUSTRALIA LIMITED 
 for itself and as Agent for the PARTICIPANTS
 ("Agent")



 Mallesons Stephen Jaques
 Solicitors

 Governor Phillip Tower
 1 Farrer Place
 Sydney   NSW   2000
 Telephone (61 2) 9296 2000
 Fax (61 2) 9296 3999
 DX 113 Sydney
 Ref: MWB:PJD



<PAGE>


Contents       Amending Agreement to the Senior Debt Facility Agreement        

               1 Interpretation                                    1
                     Incorporation of Terms                        1

               2 Amendments                                        2
                     Amendments to "Margin"                        2
                     Amendments to financial covenants             2

               3 Conditions Precedent                              3

               4 Acknowledgments                                   3

               5 Amendment fee                                     3

               6 Undertakings                                      4

               7 Representation                                    4