As filed with the Securities and Exchange Commission on December 27, 1996
                                                Registration No.



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                        ---------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                        ---------------------------------


                         AMERICAN BIO MEDICA CORPORATION
             (Exact name of registrant as specified in its charter)


             New York                                    22-3378935
     ----------------------------               ----------------------------
     (State or other jurisdiction               (IRS employer identification
   of incorporation or organization)                      number)

                  102 Simons Road, Ancramdale, New York             10253
                ----------------------------------------         ---------
                (Address of principal executive offices)         (Zip code)

                         NONSTATUTORY STOCK OPTION PLAN
                         -------------------------------
                              (Full title of plan)

                                 Stan Cipkowski
                       c/o American Bio Medica Corporation
                  102 Simons Road, Ancramdale, New York 10253
                                  800-227-1243
                                  ------------
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                                  Joel Pensley
                                Pensley & Fugler
                                  2067 Broadway
                            New York, New York 10023
                                 (212) 595-4955


     Approximate  date of  commencement  of  proposed  reoffer  or resale to the
public by affiliates of the registrant:

     As soon as is practicable after filing of the Registration Statement
<PAGE>








                         CALCULATION OF REGISTRATION FEE
                         ===============================
--------------------------------------------------------------------------------

                                                     
                                    Proposed       Maximum
Title of each class     Amount       maximum       aggregate        Amount of
 of securities          to be     offering price   offering       registration
to be registered      registered   per item (3)    price (1)          fee
--------------------------------------------------------------------------------
Common Shares (2)
 Underlying Non-      1,631,000      $3.00         $4,893,000     $1,482.72
 Statutory Options      Shares             
                                        
 Common Shares
  Underlying Non-
  Statutory Options     369,000      $4.13         $1,523,970       $461.81
                        Shares
                                                                  ---------
                                     Total registration fee       $1,944.53

     (1) Estimated for purposes of calculating the  registration fee pursuant to
Rule 457.

     (2) Pursuant to Rule 457(h) of the  Securities Act of 1933, as amended (the
"Securities  Act"),  the number of Common Shares to be registered is the maximum
number of Common  Shares  issuable  herein,  except that any  additional  Common
Shares   issuable   pursuant  to  stock  splits,   stock  dividends  or  similar
transactions will be deemed registered by this registration statement.

     (3h) Pursuant to Rules 457(c) and (h) of the  Securities  Act, the proposed
maximum  offering  price  per  Common  Share  subject  to  outstanding   options
("Options")  issued  pursuant  to the  Company's  Nonstatutory  Option Plan (the
"Plan")  has been  calculated  on the  basis of the  average  exercise  price of
outstanding  Options,  and the proposed  maximum offering price per Common Share
available for grant under the Plan that are not subject to  outstanding  Options
has been calculated on the basis of the current price per Common Share.

     As of  December  24,  1996,  there were  outstanding  Options  to  purchase
1,631,000  Common Shares  pursuant to the Plan,  with an exercise price of $3.00
per share. As of December 24, 1996,  there were 369,000 Common Shares  available
for grant under the Plan that are not  subject to  outstanding  Options,  with a
proposed maximum  offering price of $4.13 per share,  which is the closing price
for one  Common  Share as  reported  by the NASD  Electronic  Bulletin  Board on
December 24, 1996 (the "Average Price").
<PAGE>

                         AMERICAN BIO MEDICA CORPORATION
                               REOFFER PROSPECTUS
                              CROSS REFERENCE SHEET

     Showing  Location in Prospectus of  Information  Required by Part I of Form
SB-2.

 Item                Heading                      Caption in Prospectus
-------      -------------------------------      --------------------- 

Item  1      Front of Registration Statement
               and Outside Front Cover
               of Prospectus                      Facing Page of Registration
                                                  Statement; Prospectus Cross
                                                  Reference Sheet; Front Cover
                                                  Page of Prospectus

Item  2      Inside Front and Outside Back
               Cover Pages of Prospectus          Available Information; Certain
                                                  Documents by Reference; Table
                                                  of Contents
Item  3      Summary Information
               and Risk Factors                   Front Cover Page of Prospectus

Item  4      Use of Proceeds                      Use of Proceeds

Item  5      Determination of Offering Price      Not Applicable

Item  6      Dilution                             Not Applicable

Item  7      Selling Security-Holders             Selling Shareholders

Item  8      Plan of Distribution                 Plan of Distribution

Item  9      Legal Proceedings                    Not Applicable

Item 10      Directors, Executive Officers,
               Promoters and Control Persons      Not Applicable

Item 11      Security Ownership of Certain
               Beneficial Owners and              Not Applicable
               Management

Item 12      Description of  Securities           Not Applicable

Item 13      Interest of  Named Experts
               and Counsel                        Interests of Named Experts
                                                  and Counsel

Item 14      Disclosure of Commission Position
               on Indemnification For               
               Securities Act Liabilities         Not Applicable

Item 15      Organization Within Last Five Years  Not Applicable

Item 16      Description of Business              Not Applicable
Item 17      Management's Discussion and
               Analysis of Plan of Operation      Not Applicable

Item 18      Description of Property              Not Applicable

Item 19      Certain Relationships
               and Related Transactions           Not Applicable

Item 20      Market for Common Equity
               and Related Stockholder Matters    Not Applicable

Item 21      Executive Compensation               Not Applicable

Item 22      Financial Statements                 Not Applicable

Item 23      Changes in and Disagreement
               With Accountants on Accounting
               and Financial Disclosure           Not Applicable

<PAGE>


     Prospectus

                         AMERICAN BIO MEDICA CORPORATION
                                 102 Simons Road
                           Ancramdale, New York 10253
                                 (800) 227-1243

                             2,000,000 Common Shares
                           ($0.01 per value per share)


     This  prospectus  (the  "Prospectus")  relates to an aggregate of 2,000,000
common  shares,  $.01 par value each,  ("Common  Shares") of American Bio Medica
Corporation (the "Registrant"), and is to be used in connection with the reoffer
and  resale  of  Common  Shares  issuable  to the  selling  shareholders  of the
Registrant  listed in the section entitled  "Selling  Shareholders"  herein (the
"Selling Shareholders") upon exercise of Options issued, or which may be issued,
under the Registrant's  Nonstatutory Stock Option Plan (the "Plan").  The Common
Shares  may be sold in the market  (the NASD  Electronic  Bulletin  Board) or in
privately  negotiated  transactions  from time to time. The Registrant  will not
receive any proceeds from the sale of Common Shares registered hereby.

     The Registrant's  Common Shares trade on the NASD Electronic Bulletin Board
(the "Bulletin Board") under the symbol "ABMC." The last reported sales price of
a Common Share on the Bulletin Board on December 24, 1996 was $4.13.
                           
  -----------------------------------------------------------
          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
      SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
                   THE ACCURACY OR ADEQUACY OF THE PROSPECTUS.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
           -----------------------------------------------------------

     The offer and sale of the Shares will be made in  accordance  with the plan
of distribution  described in the Prospectus.  (See "Plan of Distribution.") The
Selling  Shareholders  reserve the sole right to accept and, together with their
agents from time to time, to reject,  in whole or in part, any proposed purchase
of Common Shares to be made directly or through agents.  The Registrant will pay
all expenses of this offering (the "Offering"),  other than selling  commissions
to or expenses of brokers or dealers retained by the Selling Shareholders, which
commissions and expenses will be paid by the Selling Shareholders.

     If an agent of any Selling  Shareholder or a dealer is involved in the sale
of the Shares in respect of which the  Prospectus  is being  delivered,  the net
proceeds to the Selling  Shareholders  from such sale will be the purchase price
of such Shares less such commission in the case of an agent,  the purchase price
of  such  Shares  in the  case of a  dealer,  and  less,  in  each  case,  other
attributable   issuance   expenses.   The  aggregate  proceeds  to  the  Selling
Shareholders  from all the Shares will be the purchase price of Shares sold less
the  aggregate  of  agents'  commissions  and other  expenses  of  issuance  and
distribution.   See  "Plan  of   Distribution"   for  possible   indemnification
arrangements for the agents and dealers.

     No  person  has  been  authorized  to give any  information  or to make any
representation  not  contained  in  the  Prospectus.  If  given  or  made,  such
information or representation  must not be relied upon as having been authorized
by  the  Registrant  or  the  Selling  Shareholders.  The  Prospectus  does  not
constitute  an  offer  to  sell  or the  solicitation  of an  offer  to buy  any
securities  other than the Common Shares offered herein,  nor does it constitute
an offer to any person in any  jurisdiction  in which such offer or solicitation
would be  unlawful.  Neither the  delivery of the  Prospectus  nor any sale made
hereunder  shall,  under any  circumstances,  create  any  implication  that the
information  contained  herein is correct as of any time  subsequent to the date
hereof.

                                The date of the Prospectus is December 26, 1996.
<PAGE>
                                                
                                TABLE OF CONTENTS
                                                                  Page
                                                                  ----
     Available Information..........................................2

     Incorporation of Certain Documents by Reference................2

     Use of Proceeds................................................3

     Selling Shareholders...........................................3

     Plan of Distribution...........................................3

                              AVAILABLE INFORMATION

     The  Registrant  is  subject  to  the  informational  requirements  of  the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange  Commission (the "Commission").  The reports,  proxy
statements and other information filed by the Registrant with the Commission can
be inspected  and copied at the public  reference  facilities  maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington,  D.C. 20549, and at
the Commission's  Regional Offices at Seven World Trade Center (13th Floor), New
York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago,  Illinois
60661,  and copies of such  material can be obtained  from the Public  Reference
Section of the Commission,  450 Fifth Street,  N.W.,  Washington,  D.C. 20549 at
prescribed  rates.  The  Commission  also maintains a World Wide Web site on the
Internet at at  http://www.sec.gov  that contains  copies of reports,  proxy and
information  statements and other  information  regarding  registrants that file
electronically, including the Registrant, with the Commission.

     This Prospectus constitutes a part of a Registration Statement filed by the
Registrant with the Commission under the Securities Act of 1933, as amended (the
"Securities  Act").  The Prospectus omits certain  information  contained in the
Registration  Statement,  and  reference  is  hereby  made to that  Registration
Statement and the exhibits filed therewith for further  information with respect
to the Registrant and the Common Stock offered hereby. Any statements  contained
herein  concerning the provisions of any document are not necessarily  complete,
and, in each  instance,  reference is made to the copy of such document filed as
an exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     (1)  Form 10SB registration statement under the Exchange Act

     (2)  Amendments 1 and 2 on Form 10SB/A

     (3)  Quarterly  Report on Form 10-QSB for the six months ended  October 31,
          1996;

     (4)  Amendment  on Form 10-Q/A to the  Quarterly  Report on Form 10-QSB for
          the six months ended October 31, 1996;

     (4)  Form SB-2 registration statement under the Securities Act;

     (5)  Amendment 1 on Form SB-2/A

     (6)  The description of the  Registrant's  Common Shares,  $0.01 par value,
          contained in the Registrant's  Registration Statement on Form 10 SB/A,
          dated December 20, 1996,  filed pursuant to Section 12 of the Exchange
          Act,  including any further  amendment or report filed for the purpose
          of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which registers all securities then remaining unsold, shall be deemed to
be  incorporated  by reference  in this  Registration  Statement  and to be part
hereof from the date of filing of such documents.

     The Registrant  will provide  without  charge to any person,  including any
beneficial  owner,  to whom a  Prospectus  is  delivered,  upon  written or oral
request  of  such  person,  a copy of any  and  all of the  foregoing  documents
incorporated herein by reference (other than exhibits to such documents).

     Requests should be directed to American Bio Medica Corporation,  102 Simons
Road, Ancramdale, New York 10253; phone: 800-227-1243; fax: 518-329-4156; email:
abmc@taconic.net.

                                       2
<PAGE>
                                 USE OF PROCEEDS

     The Registrant will not receive any proceeds from the sale of Common Shares
by the Selling Shareholders.

                              SELLING SHAREHOLDERS

     The Selling  Shareholders  under the Prospectus are directors and executive
officers of the Registrant who may be deemed  affiliates of the Registrant.  The
names of the Selling  Shareholders and the number of Common Shares which will be
sold hereunder are as follows:

       Stan Cipkowski                       550,000 shares

       Edmund Jaskiewicz                    250,000 shares

       Jay Bendis                           300,000 shares

       Henry Wells                          150,000 shares  

                              PLAN OF DISTRIBUTION

     The Selling Shareholders (or their pledgees, donees,  transferees, or other
successors  in  interest)  from  time to time may sell all or a  portion  of the
Shares "at the market" to or through a market maker or into an existing  trading
market, in private sales, including direct sales to purchasers,  or otherwise at
prevailing  market prices or at  negotiated or fixed prices.  By way of example,
and not by way of  limitation,  the Common  Shares may be sold by one or more of
the  following  methods:  (a) a block  trade in which  the  broker  or dealer so
engaged  will  attempt to sell the Shares as agent but may purchase and resell a
portion of the block as principal to facilitate the  transaction;  (b) purchases
by a broker or dealer as  principal  and resale by such broker or dealer for its
account pursuant to this Prospectus;  (c) an exchange distribution in accordance
with the rules of such exchange;  and (d) ordinary  brokerage  transactions  and
transactions  in which the  broker  solicits  purchasers.  In  effecting  sales,
brokers or  dealers  engaged by the  seller  may  arrange  for other  brokers or
dealers to participate. Brokers or dealers will receive commissions or discounts
from the seller in amounts to be negotiated  immediately prior to the sale. Such
brokers or dealers and any other participating  brokers or dealers may be deemed
to be  "underwriters"  within the meaning of the  Securities  Act, in connection
with such sales.  In addition,  any securities  covered by the Prospectus  which
qualify for sale pursuant to Rule 144 under the Securities Act may be sold under
Rule 144 rather than pursuant to the Prospectus.

     The  Selling  Shareholders  may agree to  indemnify  any  agent,  dealer or
broker-dealer  that  participates in transactions  involving sales of the Shares
against certain liabilities,  including liabilities arising under the Securities
Act. Any  commissions  paid or any discounts or concessions  allowed to any such
broker-dealer which purchases Shares as principal or any profits received on the
resale of such Shares may be deemed to be underwriting discounts and commissions
under the Securities Act.

     In order to comply with certain state securities  laws, if applicable,  the
Common  Shares will not be sold in a particular  state unless the Common  Shares
have been  registered or qualified  for sale in such state or an exemption  from
registration or qualification is available and is complied with.

     The Common Shares offered  hereby will be sold by the Selling  Shareholders
acting as principals for their own account.  The Registrant will receive none of
the proceeds from such sales.

                                       3
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance with Rule 428 under the Securities Act, and the instructional
Note to Part I of Form S-8, the  information  required by Part I to be contained
in the  Section  10(a)  prospectus  has  been  omitted  from  this  Registration
Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

       Item 3.  Incorporation of Documents by Reference.

     The  following  documents  filed by American  Bio Medica  Corporation  (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:

 (1)  Form 10SB registration statement under the Exchange Act

     (2)  Amendments 1 and 2 on Form 10SB/A

     (3)  Quarterly  Report on Form 10-QSB for the six months ended  October 31,
          1996;

     (4)  Amendment  on Form 10-Q/A to the  Quarterly  Report on Form 10-QSB for
          the six months ended October 31, 1996;

     (4)  Form SB-2 registration statement under the Securities Act;

     (5)  Amendment 1 on Form SB-2/A

     (6)  The description of the  Registrant's  Common Shares,  $0.01 par value,
          contained in the Registrant's  Registration  Statement on Form 10SB/A,
          dated December 20, 1996,  filed pursuant to Section 12 of the Exchange
          Act,  including any further  amendment or report filed for the purpose
          of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which registers all securities then remaining unsold, shall be deemed to
be  incorporated  by reference  in this  Registration  Statement  and to be part
hereof from the date of filing of such documents.
   
     Item 4. Description of Securities.

     Not applicable.

     Item 5. Interests of Named Experts and Counsel.

     Pensley & Fugler, Esqs., 2067 Broadway, New York, New York 10023 have given
the Company their opinion upon the validity of the securities  being  registered
and have acted as counsel to the Company upon other legal  matters in connection
with the registration or offering of such securities. Joel Pensley, a partner in
such firm,  owns 100,000 Common Shares and 160,000  options issued under the
Plan
and Michael Roy Fugler, a partner in such firm, owns 5,000
Common Shares and 40,000 options issued under the Plan.

                                       II-1
<PAGE>

     Item 6. Indemnification of Directors and Officers.

     The personal liability of the directors of the Corporation is eliminated to
the fullest  extent  permitted by the provisions of paragraph (b) of Section 402
of the Business Corporation Law, as the same may be amended and supplemented.

     Section 402(b) of the Business Corporation Law of New York reads:

     "The certificate of incorporation may set forth a provision  eliminating or
limiting  the  personal  liability  of  directors  to  the  corporation  or  its
shareholders for damages for any breach of duty in such capacity,  provided that
no such provision shall eliminate or limit:

     (1) the liability of any director if a judgment or other final adjudication
adverse  to him  establishes  that his acts or  omissions  were in bad  faith or
involved  intentional  misconduct  or a  knowing  violation  of law or  that  he
personally  gained in fact a financial profit or other advantage to which he was
not legally entitled or that his acts violated section 719, or

     (2) the  liability  of any  director  for any act or omission  prior to the
adoption of a provision authorized by this paragraph."

     The New York Business  Corporation Law provides for the  indemnification of
the  Company's  officers,  directors  and  corporate  employees and agents under
certain circumstances as follows:

     Sections 721 through 726 read as follows:

     "721   NONEXCLUSIVITY  OF  STATUTORY   PROVISIONS  FOR  INDEMNIFICATION  OF
DIRECTORS AND OFFICERS.

     The  indemnification  and advancement of expenses  granted  pursuant to, or
provided by, this article  shall not be deemed  exclusive of any other rights to
which a director or officer seeking  indemnification  or advancement of expenses
may be entitled,  whether  contained in the certificate of  incorporation or the
by-laws or, when authorized by such certificate of incorporation or by-laws, (i)
a resolution  of  shareholders,  (ii) a  resolution  of  directors,  or (iii) an
agreement providing for such  indemnification,  provided that no indemnification
may be made to or on behalf of any  director  or officer if a judgment  or other
final adjudication  adverse to the director or officer establishes that his acts
were  committed  in bad  faith or were  the  result  of  active  and  deliberate
dishonesty and were material to the cause of action so  adjudicated,  or that he
personally  gained in fact a financial profit or other advantage to which he was
not legally entitled.  Nothing contained in this article shall affect any rights
to  indemnification  to which  corporate  personnel  other  than  directors  and
officers may be entitled by contract or otherwise under law.

     722  AUTHORIZATION  FOR  INDEMNIFICATION  OF DIRECTORS AND OFFICERS.  

     (a) A corporation may indemnify any person, made, or threatened to be made,
a party to an  action  or  proceeding  other  than one by or in the right of the
corporation  to procure a  judgment  in its favor,  whether  civil or  criminal,
including an action by or in the right of any other  corporation  of any type or
kind,  domestic or foreign,  or any partnership joint venture,  trust,  employee
benefit  plan  or  other  enterprise,  which  any  director  or  officer  of the
corporation served in any capacity at the request of the corporation,  by reason
of the fact that he, his testator or intestate, was a director or officer of the
corporation,  or served  such other  corporation,  partnership,  joint  venture,
trust,  employee  benefit  plan or other  enterprise  in any  capacity,  against
judgments, fines, amounts paid in settlement and reasonable expenses,  including
attorney's fees actually and necessarily  incurred as a result of such action or
proceeding,  or any appeal  therein,  if such director or officer acted, in good
faith,  for a purpose which he reasonably  believed to be in, or, in the case of
service for any other  corporation or any  partnership,  joint  venture,  trust,
employee benefit plan or other enterprise, not opposed to, the best interests of
the corporation  and, in criminal  actions or proceedings,  in addition,  had no
reasonable cause to believe that his conduct was unlawful.

                                     II-2
<PAGE>

     (b) The  termination of any such civil or criminal  action or proceeding by
judgment,  settlement,  conviction  or upon a plea of  nolo  contendere,  or its
equivalent,  shall not in itself create a presumption  that any such director or
officer did not act, in good faith,  for a purpose which he reasonably  believed
to be  in,  or,  in the  case  of  service  for  any  other  corporation  or any
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
not opposed to, the best interests of the  corporation or that he had reasonable
cause to believe that his conduct was unlawful.

     (c) A corporation  may indemnify any person made, or threatened to be made,
a party to an action by or in the right of the corporation to procure a judgment
in its favor by mason of the fact that he, his testator or intestate,  is or was
a director or officer of the corporation,  or is or was seeing at the request of
the corporation as a director or officer of any other corporation of any type or
kind, domestic or foreign, of any partnership,  joint venture,  trust,  employee
benefit  plan or  other  enterprise,  against  amounts  paid in  settlement  and
reasonable expenses, including attorneys/lees, actually and necessarily incurred
by him in  connection  with the  defense or  settlement  of such  action,  or in
connection  with an appeal  therein if such director or officer  acted,  in good
faith,  for a purpose which he reasonably  believed to be in, or, in the case of
service for any other  corporation or any  partnership,  joint  venture,  trust,
employee benefit plan or other enterprise, not opposed to, the best interests of
the corporation,  except that no  indemnification  under this paragraph shall be
made in respect of (1) a threatened action, or a pending action which is settled
or  otherwise  disposed  of, or (2) any claim  issue or matter as to which  such
person shall have been adjudged to be liable to the corporation. unless and only
to the extent that the court on which the action was  brought,  or, if no action
was brought,  any court of competent  jurisdiction,  determines upon application
that,  in view of all the  circumstances  of the case,  the person is fairly and
reasonably  entitled to indemnity for such portion of the settlement  amount and
expenses as the court deems proper.

     (d) For the purpose of this section,  a corporation shall be deemed to have
requested a person to serve an employee  benefit plan where the  performance  by
such  person  of his  duties  to the  corporation  also  imposes  duties  on, or
otherwise  involves  services  by,  such person to the plan or  participants  or
beneficiaries of the plan;  excise taxes assessed on a person with respect to an
employee benefit plan pursuant to applicable law shall be considered  fines; and
action taken or omitted by a person with respect to an employee  benefit plan in
the  performance of such person's  duties for a purpose  reasonably  believed by
such person to be in the interest of the participants  and  beneficiaries of the
plan  shall be  deemed  to be for a  purpose  which is not  opposed  to the best
interests of the corporation.

     723 PAYMENT OF INDEMNIFICATION OTHER THAN BY COURT AWARD.

     (a) A person who has been  successful,  on the merits or otherwise,  in the
defense of a civil or criminal  action or proceeding of the character  described
in section  722 shall be  entitled  to  indemnification  as  authorized  in such
section.

     (b) Except as provided in paragraph (a), any indemnification  under section
722 or  otherwise  permitted  by section  721,  unless  ordered by a court under
section 724  (Indemnification  of directors  and officers by a court),  shall be
made by the corporation, only if authorized in the specific case:

     (1) By the board acting by a quorum  consisting  of  directors  who are not
parties to such action or proceeding upon a finding that the director or officer
has met the standard of conduct set forth in section 722 or established pursuant
to section 721, as the case may be, or,

                                     II-3
<PAGE>

     (2) If a  quorum  under  subparagraph  (1) is not  obtainable  or,  even if
obtainable, a quorum of disinterested directors so directs;

     (A) By the board upon the opinion in writing of  independent  legal counsel
that  indemnification  is proper in the  circumstances  because  the  applicable
standard of conduct set forth in such  sections has been met by such director or
officer, or

     (B) By the shareholders upon a finding that the director or officer has met
the applicable standard of conduct set forth in such sections.

     (C) Expenses incurred in defending a civil or criminal action or proceeding
may be paid by the  corporation  in  advance  of the final  disposition  of such
action or  proceeding  upon  receipt of an  undertaking  by or on behalf of such
director  or officer to repay such  amount as, and to the  extent,  required  by
paragraph (a) of section 725.

         724 INDEMNIFICATION OF DIRECTORS AND OFFICERS BY A COURT.

     (a)   Notwithstanding   the   failure   of   a   corporation   to   provide
indemnification,  and despite  any  contrary  resolution  of the board or of the
shareholders in the specific case under section 723 (Payment of  indemnification
other than by court award),  indemnification  shall be awarded by a court to the
extent  authorized  under  section 722  (Authorization  for  indemnification  of
directors and officers) and paragraph (a) of section 723. Application  therefore
may be made, in every case, either

     (1) In the civil action or  proceeding  in which the expenses were incurred
or the amounts were paid, or

     (2) to the  supreme  court in a  separate  proceeding,  in  which  case the
application shall set forth the disposition of any previous  application made to
any court  for the same or  similar  relief  and also  reasonable  cause for the
failure to make application for such relief in the action or proceeding in which
the expenses were incurred or other amounts were paid

     (b)  the  application  shall  be made in  such  manner  and  form as may be
required  by the  applicable  rules of court  or,  in the  absence  thereof,  by
direction of a court to which it is made. Such application  shall be upon notice
to the  corporation.  The  court  may also  direct  that  notice by given at the
expense of the  corporation to the  shareholder  and such other person as it may
designate in such manner as it may require.

     (c) Where indemnification is sought by judicial action, the court may allow
a person  such  reasonable  expenses,  including  attorneys'  fees,  during  the
pendency of the  litigation  as are  necessary  in  connection  with his defense
therein,  if the court shall find that the  defendant  has by his  pleadings  or
during the course of the litigation raised genuine issues of fact or law.

     725 OTHER PROVISIONS AFFECTING INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     (a) All  expenses  incurred  in  defending  a civil or  criminal  action or
proceeding which are advanced by the corporation  under paragraph (c) of section
723 (Payment of indemnification other than by court award) or allowed by a court
under paragraph (c) of section 724 (Indemnification of directors and officers by
a court)  shall be repaid  in case the  person  receiving  such  advancement  or
allowance is  ultimately  found,  under the procedure set forth in this article,
not to be entitled to indemnification  or, where  indemnification is granted, to
the extent the expenses so advanced by the  corporation  or allowed by the court
exceed the indemnification to which he is entitled.

                                      II-4
<PAGE>

     (b) No  indemnification,  advancement or allowance shall be made under this
article in any circumstance where it appears:

     (1) That the  indemnification  would  be  inconsistent  with the law of the
jurisdiction  of  incorporation  of a foreign  corporation  which  prohibits  or
otherwise limits such indemnification

     (2) That the indemnification  would be inconsistent with a provision of the
certificate  of  incorporation,  a by-law,  a resolution  of the board or of the
shareholders,  an agreement or other proper corporate  action,  in effect at the
time of the accrual of the alleged cause of action asserted in the threatened or
pending  action or  proceeding  in which the  expenses  were  incurred  or other
amounts were paid, which prohibits or otherwise limits indemnification; or

     (3) If  there  has  been a  settlement  approved  by the  court,  that  the
indemnification  would  be  inconsistent  with any  condition  with  respect  to
indemnification expressly imposed by the court in approving the settlement.

     (c) If any  expenses or other  amounts are paid by way of  indemnification,
otherwise  than by court order or action by the  shareholders,  the  corporation
shall,  not later than the next  annual  meeting  of  shareholders  unless  such
meeting is held within  three months from the date of such  payment,  and in any
event,  within  fifteen  months  from  the  date  of such  payment,  mail to its
shareholders  of  record  at the  time  entitled  to vote  for the  election  of
directors a statement  specifying  the persons paid,  the amounts paid,  and the
nature and status at the time of such payment of the  litigation  or  threatened
litigation.

     (d) If any action with respect to indemnification of directors and officers
is taken by way of amendment  of the by-laws,  resolution  of  directors,  or by
agreement, then the corporation shall, not later than the next annual meeting of
shareholders,  unless such  meeting is held within three months from the date of
such  action,  and, in any event,  within  fifteen  months from the date of such
action,  mail to its shareholders of record at the time entitled to vote for the
election of directors a statement specifying the action taken.

     (e)  Any  notification  required  to be  made  pursuant  to  the  foregoing
paragraph  (c) or (d) of this section by any domestic  mutual  insurer  shall be
satisfied  by  compliance  with the  corresponding  provisions  of  section  one
thousand two hundred sixteen of the insurance law.

     726 INSURANCE FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS.  

     a) Subject to paragraph (b), a corporation shall have power to purchase and
maintain insurance:

     (1) To indemnify the  corporation  for any obligation  which it incurs as a
result of the  indemnification of directors and officers under the provisions of
this article, and

     (2) To indemnify  directors  and officers in instances in which they may be
indemnified by the corporation under the provisions of this article, and

     (3) To indemnify  directors and officers in instances in which they may not
otherwise be indemnified by the corporation under the provisions of this article
provided  the  contract  of  insurance  covering  such  directors  and  officers
provides,  in a manner  acceptable to the  superintendent  of  insurance,  for a
retention amount and for co-insurance.

                                     II-5
<PAGE>

     (b) No insurance  under  paragraph  (a) may provide for any payment,  other
than cost of defense, to or on behalf of any director or officer:

     (1) if a  judgment  or other  final  adjudication  adverse  to the  insured
director  or  officer  establishes  that  his  acts  of  active  and  deliberate
dishonesty  were  material  to the cause of action  so  adjudicated,  or that he
personally  gained in fact a financial profit or other advantage to which he was
not legally entitled, or

     (2) in relation to any risk the insurance of which is prohibited  under the
insurance law of this state.

     (c)  Insurance  under  any or all  subparagraphs  of  paragraph  (a) may be
included  in a  single  contract  or  supplement  thereto.  Retrospective  rated
contracts are prohibited.

     (d) The corporation  shall,  within the time and to the persons provided in
paragraph  (c) of section 725 (Other  provisions  affecting  indemnification  of
directors  or  officers),  mail a statement  in respect of any  insurance it has
purchased or renewed under this section,  specifying the insurance carrier, date
of the contract,  cost of the  insurance,  corporate  positions  insured,  and a
statement  explaining  all sums,  not  previously  reported  in a  statement  to
shareholders, paid under any indemnification insurance contract.

     (e) This  section is the public  policy of this state to spread the risk of
corporate  management,  notwithstanding any other general or special law of this
state or of any other jurisdiction including the federal government."

     Item 7. Exemption from Registration Claimed.

                Not applicable.

     Item 8. Exhibits.

     4.1  American Bio Medica Corporation Nonstatutory Stock Option Plan

     4.2  Certificate of Incorporation and amendments  thereto  (incorporated by
          reference to Exhibit 3.1,  3.2,  3.3, 3.4 and 3.6 of the  Registrant's
          Registration Statement on Form 10SB (File No. 0-28666)

     5    Opinion of Pensley & Fugler

     23.1 Consent of Thomas P. Monahan, CPA

     23.2 Consent of Pensley & Fugler  (included in its opinion filed as Exhibit
          5)

                                     II-6
<PAGE>

  Item 9. UNDERTAKINGS

     American Bio Medica Corporation hereby undertakes:

     The undersigned hereby undertakes:

(a)  to file,  during  any  period in which  offers or sales are being  made,  a
     post-effective  amendment to this registration statement (the "Registration
     Statement"):

    (i)   to  include  any  prospectus  required  by  section  10(a)(3)  of  the
          Securities Act of 1933 (the "Securities Act");

    (ii)  to reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  Registration  Statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement; and

    (iii) to  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the Registration Statement or
          any material change to such information in the Registration Statement;

     Provided,  however,  that paragraphs  (a)(i) and (a(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
Registration  Statement. 

(b)  that,  for the purposes of determining  any liability  under the Securities
     Act,  each  such  post-effective  amendment  shall  be  deemed  to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof;

(c)  to remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
     the Plan;

(d)  that, for purpose of determining  any liability  under the Securities  Act,
     each filing of the Registrant's  annual report pursuant to Section 13(a) or
     Section 15(d) of the Securities  Exchange Act of 1934 that is  incorporated
     by  reference  in the  Registration  Statement  shall be deemed to be a new
     registration  statement  relating to the securities offered therein and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

(e)  that,  insofar  as  indemnification   for  liabilities  arising  under  the
     Securities  Act may be permitted  to  directors,  officers and  controlling
     persons  of  the  Registrant  pursuant  to  the  foregoing  provisions,  or
     otherwise,  the  Registrant  has been  advised  that in the  opinion of the
     Securities and Exchange  Commission such  indemnification is against public
     policy as expressed in the Securities Act and is, therefore, unenforceable.
     In the event  that a claim for  indemnification  against  such  liabilities
     (other than the payment by the Registrant of expenses incurred or paid by a
     director, officer or controlling person of the Registrant in the successful
     defense of any action,  suit or  proceeding)  is asserted by such director,
     officer or  controlling  person in  connection  with the  securities  being
     registered,  the Registrant will,  unless in the opinion of its counsel the
     matter has been  settled  by  controlling  precedent,  submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
     against  public  policy  as  expressed  in the  Securities  Act and will be
     governed by the final adjudication of such issue.

                                      II-7
<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Ancramdale,  and State of New York on the 20th day of
November, 1996.



                                    AMERICAN BIO MEDICA CORPORATION
                                              (Registrant)


       Date: December 26, 1996      By: /s/Stan Cipkowski
                                    --------------------
                                    Stan Cipkowski,
                                     President and Principal
                                     Executive Officer and
                                     Principal Financial Officer





       Dated: December 26, 1996


     Pursuant to the requirements of the Securities Act of 1933, this report has
been  signed by the  following  persons on behalf of the  registrant  and in the
capacities on the date(s).


      /s/Stan Cipkowski             Director                December 26, 1996
       ------------------
       Stan Cipkowski

                                    Director
       ------------------
       Edmund Jaskiewicz


       /s/Jay Bendis                Director                December 26, 1996
       ------------------
       Jay Bendis

<PAGE>
                                INDEX TO EXHIBITS

   Exhibit                         Description
   -------                         -----------

     4.1  American Bio Medica Corporation Nonstatutory Stock Option Plan

     4.2  Certificate of Incorporation and amendments  thereto  (incorporated by
          reference to Exhibit 3.1,  3.2,  3.3, 3.4 and 3.6 of the  Registrant's
          Registration Statement on Form 10SB (File No. 0-28666)

     5    Opinion of Pensley & Fugler

     23.1 Consent of Thomas P. Monahan, CPA

     23.2 Consent of Pensley & Fugler  (included in its opinion filed as Exhibit
          5)
[{"type": "S-8", "sequence": "1", "description": "NONSTATUTORY STOCK OPTION PLAN", "secsgml_size_bytes": 46693}]
{"company-data": {"conformed-name": "AMERICAN BIO MEDICA CORP", "cik": "0000896747", "assigned-sic": "3829", "state-of-incorporation": "NY", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19203", "film-number": "97500724"}, "business-address": {"street1": "102 SIMMONS RD", "city": "ANCRAMDALE", "state": "NY", "zip": "12503", "phone": "5183294485"}}
As filed with the Securities and Exchange Commission on December 27, 1996
                                                Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                        ---------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                        ---------------------------------

                         AMERICAN BIO MEDICA CORPORATION
             (Exact name of registrant as specified in its charter)

             New York                                    22-3378935
     ----------------------------               ----------------------------
     (State or other jurisdiction               (IRS employer identification
   of incorporation or organization)                      number)

                  102 Simons Road, Ancramdale, New York             10253
                ----------------------------------------         ---------
                (Address of principal executive offices)         (Zip code)

                         NONSTATUTORY STOCK OPTION PLAN
                         -------------------------------
                              (Full title of plan)

                                 Stan Cipkowski
                       c/o American Bio Medica Corporation
                  102 Simons Road, Ancramdale, New York 10253
                                  800-227-1243
                                  ------------
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                                  Joel Pensley
                                Pensley & Fugler
                                  2067 Broadway
                            New York, New York 10023
                                 (212) 595-4955

     Approximate  date of  commencement  of  proposed  reoffer  or resale to the
public by affiliates of the registrant:

     As soon as is practicable after filing of the Registration Statement
CALCULATION OF REGISTRATION FEE
                         ===============================
--------------------------------------------------------------------------------

                                                     
                                    Proposed       Maximum
Title of each class     Amount       maximum       aggregate        Amount of
 of securities          to be     offering price   offering       registration
to be registered      registered   per item (3)    price (1)          fee
--------------------------------------------------------------------------------
Common Shares (2)
 Underlying Non-      1,631,000      $3.00         $4,893,000     $1,482.72
 Statutory Options      Shares             
                                        
 Common Shares
  Underlying Non-
  Statutory Options     369,000      $4.13         $1,523,970       $461.81
                        Shares
                                                                  ---------
                                     Total registration fee       $1,944.53

     (1) Estimated for purposes of calculating the  registration fee pursuant to
Rule 457.

     (2) Pursuant to Rule 457(h) of the  Securities Act of 1933, as amended (the
"Securities  Act"),  the number of Common Shares to be registered is the maximum
number of Common  Shares  issuable  herein,  except that any  additional  Common
Shares   issuable   pursuant  to  stock  splits,   stock  dividends  or  similar
transactions will be deemed registered by this registration statement.

     (3h) Pursuant to Rules 457(c) and (h) of the  Securities  Act, the proposed
maximum  offering  price  per  Common  Share  subject  to  outstanding   options
("Options")  issued  pursuant  to the  Company's  Nonstatutory  Option Plan (the
"Plan")  has been  calculated  on the  basis of the  average  exercise  price of
outstanding  Options,  and the proposed  maximum offering price per Common Share
available for grant under the Plan that are not subject to  outstanding  Options
has been calculated on the basis of the current price per Common Share.

     As of  December  24,  1996,  there were  outstanding  Options  to  purchase
1,631,000  Common Shares  pursuant to the Plan,  with an exercise price of $3.00
per share. As of December 24, 1996,  there were 369,000 Common Shares  available
for grant under the Plan that are not  subject to  outstanding  Options,  with a
proposed maximum  offering price of $4.13 per share,  which is the closing price
for one  Common  Share as  reported  by the NASD  Electronic  Bulletin  Board on
December 24, 1996 (the "Average Price").
AMERICAN BIO MEDICA CORPORATION
                               REOFFER PROSPECTUS
                              CROSS REFERENCE SHEET

     Showing  Location in Prospectus of  Information  Required by Part I of Form
SB-2.

 Item                Heading                      Caption in Prospectus
-------      -------------------------------      --------------------- 

Item  1      Front of Registration Statement
               and Outside Front Cover
               of Prospectus                      Facing Page of Registration
                                                  Statement; Prospectus Cross
                                                  Reference Sheet; Front Cover
                                                  Page of Prospectus

Item  2      Inside Front and Outside Back
               Cover Pages of Prospectus          Available Information; Certain
                                                  Documents by Reference; Table
                                                  of Contents
Item  3      Summary Information
               and Risk Factors                   Front Cover Page of Prospectus

Item  4      Use of Proceeds                      Use of Proceeds

Item  5      Determination of Offering Price      Not Applicable

Item  6      Dilution                             Not Applicable

Item  7      Selling Security-Holders             Selling Shareholders

Item  8      Plan of Distribution                 Plan of Distribution

Item  9      Legal Proceedings                    Not Applicable

Item 10      Directors, Executive Officers,
               Promoters and Control Persons      Not Applicable

Item 11      Security Ownership of Certain
               Beneficial Owners and              Not Applicable
               Management

Item 12      Description of  Securities           Not Applicable

Item 13      Interest of  Named Experts
               and Counsel                        Interests of Named Experts
                                                  and Counsel

Item 14      Disclosure of Commission Position
               on Indemnification For               
               Securities Act Liabilities         Not Applicable

Item 15      Organization Within Last Five Years  Not Applicable

Item 16      Description of Business              Not Applicable
Item 17      Management's Discussion and
               Analysis of Plan of Operation      Not Applicable

Item 18      Description of Property              Not Applicable

Item 19      Certain Relationships
               and Related Transactions           Not Applicable

Item 20      Market for Common Equity
               and Related Stockholder Matters    Not Applicable

Item 21      Executive Compensation               Not Applicable

Item 22      Financial Statements                 Not Applicable

Item 23      Changes in and Disagreement
               With Accountants on Accounting
               and Financial Disclosure           Not Applicable
Prospectus

                         AMERICAN BIO MEDICA CORPORATION
                                 102 Simons Road
                           Ancramdale, New York 10253
                                 (800) 227-1243

                             2,000,000 Common Shares
                           ($0.01 per value per share)

     This  prospectus  (the  "Prospectus")  relates to an aggregate of 2,000,000
common  shares,  $.01 par value each,  ("Common  Shares") of American Bio Medica
Corporation (the "Registrant"), and is to be used in connection with the reoffer
and  resale  of  Common  Shares  issuable  to the  selling  shareholders  of the
Registrant  listed in the section entitled  "Selling  Shareholders"  herein (the
"Selling Shareholders") upon exercise of Options issued, or which may be issued,
under the Registrant's  Nonstatutory Stock Option Plan (the "Plan").  The Common
Shares  may be sold in the market  (the NASD  Electronic  Bulletin  Board) or in
privately  negotiated  transactions  from time to time. The Registrant  will not
receive any proceeds from the sale of Common Shares registered hereby.

     The Registrant's  Common Shares trade on the NASD Electronic Bulletin Board
(the "Bulletin Board") under the symbol "ABMC." The last reported sales price of
a Common Share on the Bulletin Board on December 24, 1996 was $4.13.
                           
  -----------------------------------------------------------
          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
      SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
                   THE ACCURACY OR ADEQUACY OF THE PROSPECTUS.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
           -----------------------------------------------------------

     The offer and sale of the Shares will be made in  accordance  with the plan
of distribution  described in the Prospectus.  (See "Plan of Distribution.") The
Selling  Shareholders  reserve the sole right to accept and, together with their
agents from time to time, to reject,  in whole or in part, any proposed purchase
of Common Shares to be made directly or through agents.  The Registrant will pay
all expenses of this offering (the "Offering"),  other than selling  commissions
to or expenses of brokers or dealers retained by the Selling Shareholders, which
commissions and expenses will be paid by the Selling Shareholders.

     If an agent of any Selling  Shareholder or a dealer is involved in the sale
of the Shares in respect of which the  Prospectus  is being  delivered,  the net
proceeds to the Selling  Shareholders  from such sale will be the purchase price
of such Shares less such commission in the case of an agent,  the purchase price
of  such  Shares  in the  case of a  dealer,  and  less,  in  each  case,  other
attributable   issuance   expenses.   The  aggregate  proceeds  to  the  Selling
Shareholders  from all the Shares will be the purchase price of Shares sold less
the  aggregate  of  agents'  commissions  and other  expenses  of  issuance  and
distribution.   See  "Plan  of   Distribution"   for  possible   indemnification
arrangements for the agents and dealers.

     No  person  has  been  authorized  to give any  information  or to make any
representation  not  contained  in  the  Prospectus.  If  given  or  made,  such
information or representation  must not be relied upon as having been authorized
by  the  Registrant  or  the  Selling  Shareholders.  The  Prospectus  does  not
constitute  an  offer  to  sell  or the  solicitation  of an  offer  to buy  any
securities  other than the Common Shares offered herein,  nor does it constitute
an offer to any person in any  jurisdiction  in which such offer or solicitation
would be  unlawful.  Neither the  delivery of the  Prospectus  nor any sale made
hereunder  shall,  under any  circumstances,  create  any  implication  that the
information  contained  herein is correct as of any time  subsequent to the date
hereof.

                                The date of the Prospectus is December 26, 1996.
TABLE OF CONTENTS
                                                                  Page
                                                                  ----
     Available Information..........................................2

     Incorporation of Certain Documents by Reference................2

     Use of Proceeds................................................3

     Selling Shareholders...........................................3

     Plan of Distribution...........................................3

                              AVAILABLE INFORMATION

     The  Registrant  is  subject  to  the  informational  requirements  of  the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange  Commission (the "Commission").  The reports,  proxy
statements and other information filed by the Registrant with the Commission can
be inspected  and copied at the public  reference  facilities  maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington,  D.C. 20549, and at
the Commission's  Regional Offices at Seven World Trade Center (13th Floor), New
York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago,  Illinois
60661,  and copies of such  material can be obtained  from the Public  Reference
Section of the Commission,  450 Fifth Street,  N.W.,  Washington,  D.C. 20549 at
prescribed  rates.  The  Commission  also maintains a World Wide Web site on the
Internet at at  http://www.sec.gov  that contains  copies of reports,  proxy and
information  statements and other  information  regarding  registrants that file
electronically, including the Registrant, with the Commission.

     This Prospectus constitutes a part of a Registration Statement filed by the
Registrant with the Commission under the Securities Act of 1933, as amended (the
"Securities  Act").  The Prospectus omits certain  information  contained in the
Registration  Statement,  and  reference  is  hereby  made to that  Registration
Statement and the exhibits filed therewith for further  information with respect
to the Registrant and the Common Stock offered hereby. Any statements  contained
herein  concerning the provisions of any document are not necessarily  complete,
and, in each  instance,  reference is made to the copy of such document filed as
an exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     (1)  Form 10SB registration statement under the Exchange Act

     (2)  Amendments 1 and 2 on Form 10SB/A

     (3)  Quarterly  Report on Form 10-QSB for the six months ended  October 31,
          1996;

     (4)  Amendment  on Form 10-Q/A to the  Quarterly  Report on Form 10-QSB for
          the six months ended October 31, 1996;

     (4)  Form SB-2 registration statement under the Securities Act;

     (5)  Amendment 1 on Form SB-2/A

     (6)  The description of the  Registrant's  Common Shares,  $0.01 par value,
          contained in the Registrant's  Registration Statement on Form 10 SB/A,
          dated December 20, 1996,  filed pursuant to Section 12 of the Exchange
          Act,  including any further  amendment or report filed for the purpose
          of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which registers all securities then remaining unsold, shall be deemed to
be  incorporated  by reference  in this  Registration  Statement  and to be part
hereof from the date of filing of such documents.

     The Registrant  will provide  without  charge to any person,  including any
beneficial  owner,  to whom a  Prospectus  is  delivered,  upon  written or oral
request  of  such  person,  a copy of any  and  all of the  foregoing  documents
incorporated herein by reference (other than exhibits to such documents).

     Requests should be directed to American Bio Medica Corporation,  102 Simons
Road, Ancramdale, New York 10253; phone: 800-227-1243; fax: 518-329-4156; email:
abmc@taconic.net.

                                       2
USE OF PROCEEDS

     The Registrant will not receive any proceeds from the sale of Common Shares
by the Selling Shareholders.

                              SELLING SHAREHOLDERS

     The Selling  Shareholders  under the Prospectus are directors and executive
officers of the Registrant who may be deemed  affiliates of the Registrant.  The
names of the Selling  Shareholders and the number of Common Shares which will be
sold hereunder are as follows:

       Stan Cipkowski                       550,000 shares

       Edmund Jaskiewicz                    250,000 shares

       Jay Bendis                           300,000 shares

       Henry Wells                          150,000 shares  

                              PLAN OF DISTRIBUTION

     The Selling Shareholders (or their pledgees, donees,  transferees, or other
successors  in  interest)  from  time to time may sell all or a  portion  of the
Shares "at the market" to or through a market maker or into an existing  trading
market, in private sales, including direct sales to purchasers,  or otherwise at
prevailing  market prices or at  negotiated or fixed prices.  By way of example,
and not by way of  limitation,  the Common  Shares may be sold by one or more of
the  following  methods:  (a) a block  trade in which  the  broker  or dealer so
engaged  will  attempt to sell the Shares as agent but may purchase and resell a
portion of the block as principal to facilitate the  transaction;  (b) purchases
by a broker or dealer as  principal  and resale by such broker or dealer for its
account pursuant to this Prospectus;  (c) an exchange distribution in accordance
with the rules of such exchange;  and (d) ordinary  brokerage  transactions  and
transactions  in which the  broker  solicits  purchasers.  In  effecting  sales,
brokers or  dealers  engaged by the  seller  may  arrange  for other  brokers or
dealers to participate. Brokers or dealers will receive commissions or discounts
from the seller in amounts to be negotiated  immediately prior to the sale. Such
brokers or dealers and any other participating  brokers or dealers may be deemed
to be  "underwriters"  within the meaning of the  Securities  Act, in connection
with such sales.  In addition,  any securities  covered by the Prospectus  which
qualify for sale pursuant to Rule 144 under the Securities Act may be sold under
Rule 144 rather than pursuant to the Prospectus.

     The  Selling  Shareholders  may agree to  indemnify  any  agent,  dealer or
broker-dealer  that  participates in transactions  involving sales of the Shares
against certain liabilities,  including liabilities arising under the Securities
Act. Any  commissions  paid or any discounts or concessions  allowed to any such
broker-dealer which purchases Shares as principal or any profits received on the
resale of such Shares may be deemed to be underwriting discounts and commissions
under the Securities Act.

     In order to comply with certain state securities  laws, if applicable,  the
Common  Shares will not be sold in a particular  state unless the Common  Shares
have been  registered or qualified  for sale in such state or an exemption  from
registration or qualification is available and is complied with.

     The Common Shares offered  hereby will be sold by the Selling  Shareholders
acting as principals for their own account.  The Registrant will receive none of
the proceeds from such sales.

                                       3
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance with Rule 428 under the Securities Act, and the instructional
Note to Part I of Form S-8, the  information  required by Part I to be contained
in the  Section  10(a)  prospectus  has  been  omitted  from  this  Registration
Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

       Item 3.  Incorporation of Documents by Reference.

     The  following  documents  filed by American  Bio Medica  Corporation  (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:

 (1)  Form 10SB registration statement under the Exchange Act

     (2)  Amendments 1 and 2 on Form 10SB/A

     (3)  Quarterly  Report on Form 10-QSB for the six months ended  October 31,
          1996;

     (4)  Amendment  on Form 10-Q/A to the  Quarterly  Report on Form 10-QSB for
          the six months ended October 31, 1996;

     (4)  Form SB-2 registration statement under the Securities Act;

     (5)  Amendment 1 on Form SB-2/A

     (6)  The description of the  Registrant's  Common Shares,  $0.01 par value,
          contained in the Registrant's  Registration  Statement on Form 10SB/A,
          dated December 20, 1996,  filed pursuant to Section 12 of the Exchange
          Act,  including any further  amendment or report filed for the purpose
          of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which registers all securities then remaining unsold, shall be deemed to
be  incorporated  by reference  in this  Registration  Statement  and to be part
hereof from the date of filing of such documents.
   
     Item 4. Description of Securities.

     Not applicable.

     Item 5. Interests of Named Experts and Counsel.

     Pensley & Fugler, Esqs., 2067 Broadway, New York, New York 10023 have given
the Company their opinion upon the validity of the securities  being  registered
and have acted as counsel to the Company upon other legal  matters in connection
with the registration or offering of such securities. Joel Pensley, a partner in
such firm,  owns 100,000 Common Shares and 160,000  options issued under the
Plan
and Michael Roy Fugler, a partner in such firm, owns 5,000
Common Shares and 40,000 options issued under the Plan.

                                       II-1
Item 6. Indemnification of Directors and Officers.

     The personal liability of the directors of the Corporation is eliminated to
the fullest  extent  permitted by the provisions of paragraph (b) of Section 402
of the Business Corporation Law, as the same may be amended and supplemented.

     Section 402(b) of the Business Corporation Law of New York reads:

     "The certificate of incorporation may set forth a provision  eliminating or
limiting  the  personal  liability  of  directors  to  the  corporation  or  its
shareholders for damages for any breach of duty in such capacity,  provided that
no such provision shall eliminate or limit:

     (1) the liability of any director if a judgment or other final adjudication
adverse  to him  establishes  that his acts or  omissions  were in bad  faith or
involved  intentional  misconduct  or a  knowing  violation  of law or  that  he
personally  gained in fact a financial profit or other advantage to which he was
not legally entitled or that his acts violated section 719, or

     (2) the  liability  of any  director  for any act or omission  prior to the
adoption of a provision authorized by this paragraph."

     The New York Business  Corporation Law provides for the  indemnification of
the  Company's  officers,  directors  and  corporate  employees and agents under
certain circumstances as follows:

     Sections 721 through 726 read as follows:

     "721   NONEXCLUSIVITY  OF  STATUTORY   PROVISIONS  FOR  INDEMNIFICATION  OF
DIRECTORS AND OFFICERS.

     The  indemnification  and advancement of expenses  granted  pursuant to, or
provided by, this article  shall not be deemed  exclusive of any other rights to
which a director or officer seeking  indemnification  or advancement of expenses
may be entitled,  whether  contained in the certificate of  incorporation or the
by-laws or, when authorized by such certificate of incorporation or by-laws, (i)
a resolution  of  shareholders,  (ii) a  resolution  of  directors,  or (iii) an
agreement providing for such  indemnification,  provided that no indemnification
may be made to or on behalf of any  director  or officer if a judgment  or other
final adjudication  adverse to the director or officer establishes that his acts
were  committed  in bad  faith or were  the  result  of  active  and  deliberate
dishonesty and were material to the cause of action so  adjudicated,  or that he
personally  gained in fact a financial profit or other advantage to which he was
not legally entitled.  Nothing contained in this article shall affect any rights
to  indemnification  to which  corporate  personnel  other  than  directors  and
officers may be entitled by contract or otherwise under law.

     722  AUTHORIZATION  FOR  INDEMNIFICATION  OF DIRECTORS AND OFFICERS.  

     (a) A corporation may indemnify any person, made, or threatened to be made,
a party to an  action  or  proceeding  other  than one by or in the right of the
corporation  to procure a  judgment  in its favor,  whether  civil or  criminal,
including an action by or in the right of any other  corporation  of any type or
kind,  domestic or foreign,  or any partnership joint venture,  trust,  employee
benefit  plan  or  other  enterprise,  which  any  director  or  officer  of the
corporation served in any capacity at the request of the corporation,  by reason
of the fact that he, his testator or intestate, was a director or officer of the
corporation,  or served  such other  corporation,  partnership,  joint  venture,
trust,  employee  benefit  plan or other  enterprise  in any  capacity,  against
judgments, fines, amounts paid in settlement and reasonable expenses,  including
attorney's fees actually and necessarily  incurred as a result of such action or
proceeding,  or any appeal  therein,  if such director or officer acted, in good
faith,  for a purpose which he reasonably  believed to be in, or, in the case of
service for any other  corporation or any  partnership,  joint  venture,  trust,
employee benefit plan or other enterprise, not opposed to, the best interests of
the corporation  and, in criminal  actions or proceedings,  in addition,  had no
reasonable cause to believe that his conduct was unlawful.

                                     II-2
(b) The  termination of any such civil or criminal  action or proceeding by
judgment,  settlement,  conviction  or upon a plea of  nolo  contendere,  or its
equivalent,  shall not in itself create a presumption  that any such director or
officer did not act, in good faith,  for a purpose which he reasonably  believed
to be  in,  or,  in the  case  of  service  for  any  other  corporation  or any
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
not opposed to, the best interests of the  corporation or that he had reasonable
cause to believe that his conduct was unlawful.

     (c) A corporation  may indemnify any person made, or threatened to be made,
a party to an action by or in the right of the corporation to procure a judgment
in its favor by mason of the fact that he, his testator or intestate,  is or was
a director or officer of the corporation,  or is or was seeing at the request of
the corporation as a director or officer of any other corporation of any type or
kind, domestic or foreign, of any partnership,  joint venture,  trust,  employee
benefit  plan or  other  enterprise,  against  amounts  paid in  settlement  and
reasonable expenses, including attorneys/lees, actually and necessarily incurred
by him in  connection  with the  defense or  settlement  of such  action,  or in
connection  with an appeal  therein if such director or officer  acted,  in good
faith,  for a purpose which he reasonably  believed to be in, or, in the case of
service for any other  corporation or any  partnership,  joint  venture,  trust,
employee benefit plan or other enterprise, not opposed to, the best interests of
the corporation,  except that no  indemnification  under this paragraph shall be
made in respect of (1) a threatened action, or a pending action which is settled
or  otherwise  disposed  of, or (2) any claim  issue or matter as to which  such
person shall have been adjudged to be liable to the corporation. unless and only
to the extent that the court on which the action was  brought,  or, if no action
was brought,  any court of competent  jurisdiction,  determines upon application
that,  in view of all the  circumstances  of the case,  the person is fairly and
reasonably  entitled to indemnity for such portion of the settlement  amount and
expenses as the court deems proper.

     (d) For the purpose of this section,  a corporation shall be deemed to have
requested a person to serve an employee  benefit plan where the  performance  by
such  person  of his  duties  to the  corporation  also  imposes  duties  on, or
otherwise  involves  services  by,  such person to the plan or  participants  or
beneficiaries of the plan;  excise taxes assessed on a person with respect to an
employee benefit plan pursuant to applicable law shall be considered  fines; and
action taken or omitted by a person with respect to an employee  benefit plan in
the  performance of such person's  duties for a purpose  reasonably  believed by
such person to be in the interest of the participants  and  beneficiaries of the
plan  shall be  deemed  to be for a  purpose  which is not  opposed  to the best
interests of the corporation.

     723 PAYMENT OF INDEMNIFICATION OTHER THAN BY COURT AWARD.

     (a) A person who has been  successful,  on the merits or otherwise,  in the
defense of a civil or criminal  action or proceeding of the character  described
in section  722 shall be  entitled  to  indemnification  as  authorized  in such
section.

     (b) Except as provided in paragraph (a), any indemnification  under section
722 or  otherwise  permitted  by section  721,  unless  ordered by a court under
section 724  (Indemnification  of directors  and officers by a court),  shall be
made by the corporation, only if authorized in the specific case:

     (1) By the board acting by a quorum  consisting  of  directors  who are not
parties to such action or proceeding upon a finding that the director or officer
has met the standard of conduct set forth in section 722 or established pursuant
to section 721, as the case may be, or,

                                     II-3
(2) If a  quorum  under  subparagraph  (1) is not  obtainable  or,  even if
obtainable, a quorum of disinterested directors so directs;

     (A) By the board upon the opinion in writing of  independent  legal counsel
that  indemnification  is proper in the  circumstances  because  the  applicable
standard of conduct set forth in such  sections has been met by such director or
officer, or

     (B) By the shareholders upon a finding that the director or officer has met
the applicable standard of conduct set forth in such sections.

     (C) Expenses incurred in defending a civil or criminal action or proceeding
may be paid by the  corporation  in  advance  of the final  disposition  of such
action or  proceeding  upon  receipt of an  undertaking  by or on behalf of such
director  or officer to repay such  amount as, and to the  extent,  required  by
paragraph (a) of section 725.

         724 INDEMNIFICATION OF DIRECTORS AND OFFICERS BY A COURT.

     (a)   Notwithstanding   the   failure   of   a   corporation   to   provide
indemnification,  and despite  any  contrary  resolution  of the board or of the
shareholders in the specific case under section 723 (Payment of  indemnification
other than by court award),  indemnification  shall be awarded by a court to the
extent  authorized  under  section 722  (Authorization  for  indemnification  of
directors and officers) and paragraph (a) of section 723. Application  therefore
may be made, in every case, either

     (1) In the civil action or  proceeding  in which the expenses were incurred
or the amounts were paid, or

     (2) to the  supreme  court in a  separate  proceeding,  in  which  case the
application shall set forth the disposition of any previous  application made to
any court  for the same or  similar  relief  and also  reasonable  cause for the
failure to make application for such relief in the action or proceeding in which
the expenses were incurred or other amounts were paid

     (b)  the  application  shall  be made in  such  manner  and  form as may be
required  by the  applicable  rules of court  or,  in the  absence  thereof,  by
direction of a court to which it is made. Such application  shall be upon notice
to the  corporation.  The  court  may also  direct  that  notice by given at the
expense of the  corporation to the  shareholder  and such other person as it may
designate in such manner as it may require.

     (c) Where indemnification is sought by judicial action, the court may allow
a person  such  reasonable  expenses,  including  attorneys'  fees,  during  the
pendency of the  litigation  as are  necessary  in  connection  with his defense
therein,  if the court shall find that the  defendant  has by his  pleadings  or
during the course of the litigation raised genuine issues of fact or law.

     725 OTHER PROVISIONS AFFECTING INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     (a) All  expenses  incurred  in  defending  a civil or  criminal  action or
proceeding which are advanced by the corporation  under paragraph (c) of section
723 (Payment of indemnification other than by court award) or allowed by a court
under paragraph (c) of section 724 (Indemnification of directors and officers by
a court)  shall be repaid  in case the  person  receiving  such  advancement  or
allowance is  ultimately  found,  under the procedure set forth in this article,
not to be entitled to indemnification  or, where  indemnification is granted, to
the extent the expenses so advanced by the  corporation  or allowed by the court
exceed the indemnification to which he is entitled.

                                      II-4
(b) No  indemnification,  advancement or allowance shall be made under this
article in any circumstance where it appears:

     (1) That the  indemnification  would  be  inconsistent  with the law of the
jurisdiction  of  incorporation  of a foreign  corporation  which  prohibits  or
otherwise limits such indemnification

     (2) That the indemnification  would be inconsistent with a provision of the
certificate  of  incorporation,  a by-law,  a resolution  of the board or of the
shareholders,  an agreement or other proper corporate  action,  in effect at the
time of the accrual of the alleged cause of action asserted in the threatened or
pending  action or  proceeding  in which the  expenses  were  incurred  or other
amounts were paid, which prohibits or otherwise limits indemnification; or

     (3) If  there  has  been a  settlement  approved  by the  court,  that  the
indemnification  would  be  inconsistent  with any  condition  with  respect  to
indemnification expressly imposed by the court in approving the settlement.

     (c) If any  expenses or other  amounts are paid by way of  indemnification,
otherwise  than by court order or action by the  shareholders,  the  corporation
shall,  not later than the next  annual  meeting  of  shareholders  unless  such
meeting is held within  three months from the date of such  payment,  and in any
event,  within  fifteen  months  from  the  date  of such  payment,  mail to its
shareholders  of  record  at the  time  entitled  to vote  for the  election  of
directors a statement  specifying  the persons paid,  the amounts paid,  and the
nature and status at the time of such payment of the  litigation  or  threatened
litigation.

     (d) If any action with respect to indemnification of directors and officers
is taken by way of amendment  of the by-laws,  resolution  of  directors,  or by
agreement, then the corporation shall, not later than the next annual meeting of
shareholders,  unless such  meeting is held within three months from the date of
such  action,  and, in any event,  within  fifteen  months from the date of such
action,  mail to its shareholders of record at the time entitled to vote for the
election of directors a statement specifying the action taken.

     (e)  Any  notification  required  to be  made  pursuant  to  the  foregoing
paragraph  (c) or (d) of this section by any domestic  mutual  insurer  shall be
satisfied  by  compliance  with the  corresponding  provisions  of  section  one
thousand two hundred sixteen of the insurance law.

     726 INSURANCE FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS.  

     a) Subject to paragraph (b), a corporation shall have power to purchase and
maintain insurance:

     (1) To indemnify the  corporation  for any obligation  which it incurs as a
result of the  indemnification of directors and officers under the provisions of
this article, and

     (2) To indemnify  directors  and officers in instances in which they may be
indemnified by the corporation under the provisions of this article, and

     (3) To indemnify  directors and officers in instances in which they may not
otherwise be indemnified by the corporation under the provisions of this article
provided  the  contract  of  insurance  covering  such  directors  and  officers
provides,  in a manner  acceptable to the  superintendent  of  insurance,  for a
retention amount and for co-insurance.

                                     II-5
(b) No insurance  under  paragraph  (a) may provide for any payment,  other
than cost of defense, to or on behalf of any director or officer:

     (1) if a  judgment  or other  final  adjudication  adverse  to the  insured
director  or  officer  establishes  that  his  acts  of  active  and  deliberate
dishonesty  were  material  to the cause of action  so  adjudicated,  or that he
personally  gained in fact a financial profit or other advantage to which he was
not legally entitled, or

     (2) in relation to any risk the insurance of which is prohibited  under the
insurance law of this state.

     (c)  Insurance  under  any or all  subparagraphs  of  paragraph  (a) may be
included  in a  single  contract  or  supplement  thereto.  Retrospective  rated
contracts are prohibited.

     (d) The corporation  shall,  within the time and to the persons provided in
paragraph  (c) of section 725 (Other  provisions  affecting  indemnification  of
directors  or  officers),  mail a statement  in respect of any  insurance it has
purchased or renewed under this section,  specifying the insurance carrier, date
of the contract,  cost of the  insurance,  corporate  positions  insured,  and a
statement  explaining  all sums,  not  previously  reported  in a  statement  to
shareholders, paid under any indemnification insurance contract.

     (e) This  section is the public  policy of this state to spread the risk of
corporate  management,  notwithstanding any other general or special law of this
state or of any other jurisdiction including the federal government."

     Item 7. Exemption from Registration Claimed.

                Not applicable.

     Item 8. Exhibits.

     4.1  American Bio Medica Corporation Nonstatutory Stock Option Plan

     4.2  Certificate of Incorporation and amendments  thereto  (incorporated by
          reference to Exhibit 3.1,  3.2,  3.3, 3.4 and 3.6 of the  Registrant's
          Registration Statement on Form 10SB (File No. 0-28666)

     5    Opinion of Pensley & Fugler

     23.1 Consent of Thomas P. Monahan, CPA

     23.2 Consent of Pensley & Fugler  (included in its opinion filed as Exhibit
          5)

                                     II-6
Item 9. UNDERTAKINGS

     American Bio Medica Corporation hereby undertakes:

     The undersigned hereby undertakes:

(a)  to file,  during  any  period in which  offers or sales are being  made,  a
     post-effective  amendment to this registration statement (the "Registration
     Statement"):

    (i)   to  include  any  prospectus  required  by  section  10(a)(3)  of  the
          Securities Act of 1933 (the "Securities Act");

    (ii)  to reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  Registration  Statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement; and

    (iii) to  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the Registration Statement or
          any material change to such information in the Registration Statement;

     Provided,  however,  that paragraphs  (a)(i) and (a(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
Registration  Statement. 

(b)  that,  for the purposes of determining  any liability  under the Securities
     Act,  each  such  post-effective  amendment  shall  be  deemed  to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof;

(c)  to remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
     the Plan;

(d)  that, for purpose of determining  any liability  under the Securities  Act,
     each filing of the Registrant's  annual report pursuant to Section 13(a) or
     Section 15(d) of the Securities  Exchange Act of 1934 that is  incorporated
     by  reference  in the  Registration  Statement  shall be deemed to be a new
     registration  statement  relating to the securities offered therein and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

(e)  that,  insofar  as  indemnification   for  liabilities  arising  under  the
     Securities  Act may be permitted  to  directors,  officers and  controlling
     persons  of  the  Registrant  pursuant  to  the  foregoing  provisions,  or
     otherwise,  the  Registrant  has been  advised  that in the  opinion of the
     Securities and Exchange  Commission such  indemnification is against public
     policy as expressed in the Securities Act and is, therefore, unenforceable.
     In the event  that a claim for  indemnification  against  such  liabilities
     (other than the payment by the Registrant of expenses incurred or paid by a
     director, officer or controlling person of the Registrant in the successful
     defense of any action,  suit or  proceeding)  is asserted by such director,
     officer or  controlling  person in  connection  with the  securities  being
     registered,  the Registrant will,  unless in the opinion of its counsel the
     matter has been  settled  by  controlling  precedent,  submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
     against  public  policy  as  expressed  in the  Securities  Act and will be
     governed by the final adjudication of such issue.

                                      II-7
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Ancramdale,  and State of New York on the 20th day of
November, 1996.

                                    AMERICAN BIO MEDICA CORPORATION
                                              (Registrant)

       Date: December 26, 1996      By: /s/Stan Cipkowski
                                    --------------------
                                    Stan Cipkowski,
                                     President and Principal
                                     Executive Officer and
                                     Principal Financial Officer

       Dated: December 26, 1996

     Pursuant to the requirements of the Securities Act of 1933, this report has
been  signed by the  following  persons on behalf of the  registrant  and in the
capacities on the date(s).

      /s/Stan Cipkowski             Director                December 26, 1996
       ------------------
       Stan Cipkowski

                                    Director
       ------------------
       Edmund Jaskiewicz

       /s/Jay Bendis                Director                December 26, 1996
       ------------------
       Jay Bendis
INDEX TO EXHIBITS

   Exhibit                         Description
   -------                         -----------

     4.1  American Bio Medica Corporation Nonstatutory Stock Option Plan

     4.2  Certificate of Incorporation and amendments  thereto  (incorporated by
          reference to Exhibit 3.1,  3.2,  3.3, 3.4 and 3.6 of the  Registrant's
          Registration Statement on Form 10SB (File No. 0-28666)

     5    Opinion of Pensley & Fugler

     23.1 Consent of Thomas P. Monahan, CPA

     23.2 Consent of Pensley & Fugler  (included in its opinion filed as Exhibit
          5)