UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K

~~Pursuant~~CURRENT ~~to Section 13 or 15(d) of the Securities Exchange Act of 1934~~REPORT

~~Date~~Pursuant ofto ~~Report~~Section ~~(Date~~13 ofor ~~earliest event reported~~15(d): ~~July~~of ~~26, 2006~~the

~~AMERICAN~~Securities ~~BANK~~Exchange ~~NOTE~~Act ~~HOLOGRAPHICS, INC. (Exact name~~ of ~~registrant as specified in its charter)~~1934

Delaware	1-14227	13-3317668
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification
incorporation)		Number)
2 Applegate Drive, Robbinsville, NJ		08691
(Address of principal executive offices)		(Zip Code)

Date of Report (Date of earliest event reported): December 19, 2006

~~Registrant’s~~AMERICAN ~~telephone~~BANK ~~number~~NOTE HOLOGRAPHICS, ~~including area code: (609) 632-0800~~INC.

(~~Former~~Exact name orof ~~former~~registrant ~~address,~~as ifspecified ~~changed~~in ~~since~~its ~~last report.~~charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Delaware		1-14227		13-3317668
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

o Written communications pursuant to Rule 425 under the Securities Act

2 Applegate Drive, Robbinsville, NJ		08691
(Address of principal executive offices)		(Zip Code)

~~o Soliciting~~Registrant’s ~~material~~telephone ~~pursuant~~number, toincluding ~~Rule~~area ~~14a-12~~code: (609) ~~under the Exchange Act~~632-0800

~~o Pre-commencement~~(Former ~~communications~~name ~~pursuant~~or toformer ~~Rule~~address, ~~14d-2(b)~~if ~~under~~changed ~~the~~since ~~Exchange~~last ~~Act~~report.)

~~o Pre~~Check the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule~~simultaneously ~~13e-4(c)~~satisfy the filing obligation of the registrant under any of the ~~Exchange~~following ~~Act~~provisions (see General Instruction A.2. below):

~~Item~~o Written ~~1.01~~communications ~~Entry~~pursuant ~~into~~to aRule ~~Material~~425 ~~Definitive~~under ~~Agreement.~~the Securities Act

~~American~~o Soliciting ~~Bank~~material Note Holographics, Inc. (the “Company”) entered into an amendment dated as of July 26, 2006 (the “Amendment”) to the Development, Supply and Subcontracting Agreement dated as of May 30, 2001, as amended pursuant to ~~Amendment~~Rule ~~No.~~14a-12 1 dated January 4, 2006 by and between the Company and CFC International, Inc. (“CFC”) (the “Agreement”). Under the terms of the Amendment, the parties have agreed to the terms and conditions under ~~which they will incorporate into~~ the ~~HoloMag™~~Exchange ~~product manufactured by CFC pursuant to the Agreement, the Company’s patent pending invention which significantly reduces electro-static discharge.~~Act

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

American Bank Note Holographics, Inc. (the “Company”) entered into an amended and restated employment agreement with Salvatore F. D’Amato dated as of December 19, 2006 (the “Amendment”). The Amendment, which became effective immediately, (i) replaces the original Employment Agreement dated as of April 20, 1999, (ii) continues Mr. D’Amato’s employment in the position as Chairman of the Board of Directors of the Company, (iii) reduces the amount of time that Mr. D’Amato is expected to be in the Company’s office in Robbinsville, NJ to approximately two or three days each week, and (iv) reduces Mr. D’Amato’s cash compensation by approximately 50%.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1

Press release issued by American Bank Note Holographics, Inc., dated December 21, 2006.

SIGNATURES

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

	AMERICAN BANK NOTE HOLOGRAPHICS, INC.
Date: August 1, 2006	By:	/s/ Kenneth H. Traub
Date: December 22, 2006	By:	/s/ Kenneth H. Traub
		Kenneth H. Traub
		President and Chief Executive Officer

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