<PAGE>   1
      As filed with the Securities and Exchange Commission on May 24, 2001

Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                      AMERICAN BANK NOTE HOLOGRAPHICS, INC.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                            13-3317668
      (State or other jurisdiction of      (I.R.S. Employer Identification
      incorporation or organization)                   Number)

                             339 EXECUTIVE BOULEVARD
                            ELMSFORD, NEW YORK 10523
                                 (914) 592-2355
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

  AMERICAN BANK NOTE HOLOGRAPHICS, INC. 1998 STOCK INCENTIVE PLAN, AS AMENDED;

        AMERICAN BANK NOTE HOLOGRAPHICS, INC. 2000 STOCK INCENTIVE PLAN;

OPTION AGREEMENT BETWEEN DR. STEPHEN BENTON AND AMERICAN BANK NOTE HOLOGRAPHICS,
                           INC., DATED JULY 20, 1998;

      OPTION AGREEMENT BETWEEN MR. RUSSELL LACOSTE AND AMERICAN BANK NOTE
                  HOLOGRAPHICS, INC., DATED OCTOBER 11, 1999.

                            (Full title of the plans)


                                KENNETH H. TRAUB
                      AMERICAN BANK NOTE HOLOGRAPHICS, INC.
                             339 EXECUTIVE BOULEVARD
                            ELMSFORD, NEW YORK 10523
                                 (914) 592-2355

 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

Copies of all communications, including all communications sent to the agent for
                          service, should be sent to:

                                PAUL JACOBS, ESQ.
                           FULBRIGHT & JAWORSKI L.L.P.
                                666 FIFTH AVENUE
                            NEW YORK, NEW YORK 10103
                                 (212) 318-3000



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
  TITLE OF SECURITIES             AMOUNT TO BE           PROPOSED MAXIMUM            PROPOSED MAXIMUM              AMOUNT OF
    TO BE REGISTERED              REGISTERED(1)       OFFERING PRICE PER UNIT    AGGREGATE OFFERING PRICE      REGISTRATION FEE
    ----------------              -------------       -----------------------    ------------------------      ----------------
<S>                             <C>                   <C>                        <C>                           <C>
COMMON STOCK, $0.01 PAR
VALUE PER SHARE(2) ....         2,228,000 shares         $           2.61               $5,815,080             $       1,453.77

COMMON STOCK, $0.01 PAR
VALUE PER SHARE(3) ....             9,500 shares         $           1.75               $   16,625             $           4.16
</TABLE>
<PAGE>   2
<TABLE>
<S>                             <C>                   <C>                        <C>                           <C>
COMMON STOCK, $0.01 PAR
VALUE PER SHARE(4) ....            82,000 shares         $           1.94               $  159,080             $          39.77

COMMON STOCK, $0.01 PAR
VALUE PER SHARE(5) ....           293,500 shares         $           2.21               $  648,635             $         162.16

COMMON STOCK, $0.01 PAR
VALUE PER SHARE(6) ....            15,000 shares         $           8.50               $  127,500             $          31.88

COMMON STOCK, $0.01 PER
VALUE PER SHARE(7) ....           150,000 shares         $           2.88               $  432,000             $         108.00


TOTAL: ................         2,778,000 SHARES                                        $7,198,920             $       1,799.74
</TABLE>

(1)      This Registration Statement shall also cover such additional
         indeterminable number of shares as may be required in the event of a
         stock dividend, stock split, recapitalization or other similar change
         in the Common Stock.

(2)      Common Stock issuable at a weighted average exercise price of $2.61 per
         share pursuant to the American Bank Note Holographics, Inc. 1998 Stock
         Incentive Plan, as amended and the American Bank Note Holographics,
         Inc. 2000 Stock Incentive Plan.

(3)      Common Stock issuable at an exercise price of $1.75 per share pursuant
         to the American Bank Note Holographics, Inc. 2000 Stock Incentive Plan.

(4)      Common Stock issuable at an exercise price of $1.94 per share pursuant
         to the American Bank Note Holographics, Inc. 1998 Stock Incentive Plan,
         as amended.

(5)      The price is estimated in accordance with Rule 457(h)(1) under the
         Securities Act of 1933, as amended, solely for the purpose of
         calculating the registration fee, based on the average of the high and
         low prices of the Common Stock as reported on the Over-the-Counter
         Bulletin Board on May 17, 2001.


(6)      Common Stock issuable at an exercise price of $8.50 pursuant to the
         Option Agreement between Dr. Stephen Benton and American Bank Note
         Holographics, Inc., dated July 20, 1998.

(7)      Common Stock issuable at an exercise price of $2.88 pursuant to the
         Option Agreement between Mr. Russell LaCoste and American Bank Note
         Holographics, Inc., dated October 11, 1999.
<PAGE>   3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by the Company are incorporated herein by
reference:

         (a)      The Company's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2001 filed on May 8, 2001.

         (b)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2000 filed on April 2, 2001.

         (c)      The description of the Company's common stock contained in its
                  Registration Statement on Form 8-A as filed with the
                  Securities and Exchange Commission on December 10, 1999
                  pursuant to Section 12(g) of the Securities Exchange Act of
                  1934, as amended.

         In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
indicating that all of the securities offered hereunder have been sold or
deregistering 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. Any statement contained in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the General Corporation Law of the State of Delaware
permits indemnification of officers, directors and employees of a corporation
under certain conditions subject to certain limitations. The Certificate of
Incorporation and By-laws of the Company provide that the Company shall
indemnify its officers and directors to the fullest extent permitted by Delaware
Law, including those circumstances in which indemnification would otherwise be
discretionary, subject to certain exceptions. The By-laws also provide that the
Company shall advance expenses


                                      II-1
<PAGE>   4
to its directors and officers incurred in connection with an action or
proceeding as to which they may be entitled to indemnification, subject to
certain exceptions.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.

ITEM 8. EXHIBITS

4.1               Form of Option Agreement for American Bank Note Holographics,
                  Inc. 1998 Stock Incentive Plan, as amended.

4.2               Form of Option Agreement for American Bank Note Holographics,
                  Inc. 2000 Stock Incentive Plan.

4.3               Option Agreement between Dr. Stephen Benton and American Bank
                  Notes Holographics, Inc., dated July 20, 1998.

4.4               Option Agreement between Mr. Russell LaCoste and American Bank
                  Notes Holographics, Inc., dated October 11, 1999.

5                 Opinion of Fulbright & Jaworski L.L.P.

10.1              American Bank Note Holographics, Inc. 1998 Stock Incentive
                  Plan, as amended.

10.2              American Bank Note Holographics, Inc. 2000 Stock Incentive
                  Plan.*

23.1              Consent of Deloitte and Touche LLP

23.2              Consent of Arthur Andersen LLP

23.3              Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5)

24                Power of Attorney (included in signature page)

--------------------

* Incorporated herein by reference to Appendix A to the Company's Definitive
Proxy Statement on Schedule 14A dated August 11, 2000 (File No. 001-14227).

ITEM 9. UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

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

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933;




                                      II-1
<PAGE>   5
                           (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. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than a 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in the "Calculation
                                    Registration Fee" table in the effective
                                    registration statement;

                           (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;

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, 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; and

                  (3)      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 offering.

         (b)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 (and, where applicable, each filing of an
                  employee benefit plan's annual report pursuant to 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.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 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 of 1933 and is, therefore,
                  unenforceable. In the event 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

                                      II-2
<PAGE>   6
                  proceeding) is asserted by such director, officer, or
                  controlling person of the registrant 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 of
                  1933 and will be governed by the final adjudication of such
                  issue.



                                      II-3
<PAGE>   7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 City of Elmsford, State of New York on May 24, 2001.

                                   AMERICAN BANK NOTE HOLOGRAPHICS, INC.

                                   By: /s/ Kenneth H. Traub
                                           Kenneth H. Traub
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints KENNETH H. TRAUB and ALAN GOLDSTEIN, or
either of them, his true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:


<TABLE>
<S>                                 <C>                                     <C>
/s/ Kenneth H. Traub                President, Chief Executive              May 24, 2001
------------------------            Officer and Director
    Kenneth H. Traub                (principal executive officer)

/s/ Alan Goldstein                  Chief Financial Officer                 May 24, 2001
------------------------            (principal financial officer and
    Alan Goldstein                  principal accounting officer)

/s/ Salvatore F. D'Amato            Chairman of the Board                   May 24, 2001
------------------------
    Salvatore F. D'Amato

/s/ Stephen A. Benton               Director                                May 24, 2001
------------------------
    Stephen A. Benton

/s/ Fred J. Levin                   Director                                May 24, 2001
------------------------
    Fred J. Levin

/s/ Douglas A. Crane                Director                                May 24, 2001
------------------------
    Douglas A. Crane
</TABLE>
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{"company-data": {"conformed-name": "AMERICAN BANK NOTE HOLOGRAPHICS INC", "cik": "0001052489", "assigned-sic": "7389", "irs-number": "133317668", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61602", "film-number": "1647652"}, "business-address": {"street1": "399 EXECUTIVE BOULEVARD", "city": "ELMSFORD", "state": "NY", "zip": "10523", "phone": "9145922355"}, "mail-address": {"street1": "399 EXECUTIVE BOULEVARD", "city": "ELMSFORD", "state": "NY", "zip": "10523"}}
1
      As filed with the Securities and Exchange Commission on May 24, 2001

Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      AMERICAN BANK NOTE HOLOGRAPHICS, INC.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                            13-3317668
      (State or other jurisdiction of      (I.R.S. Employer Identification
      incorporation or organization)                   Number)

                             339 EXECUTIVE BOULEVARD
                            ELMSFORD, NEW YORK 10523
                                 (914) 592-2355
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

  AMERICAN BANK NOTE HOLOGRAPHICS, INC. 1998 STOCK INCENTIVE PLAN, AS AMENDED;

        AMERICAN BANK NOTE HOLOGRAPHICS, INC. 2000 STOCK INCENTIVE PLAN;

OPTION AGREEMENT BETWEEN DR. STEPHEN BENTON AND AMERICAN BANK NOTE HOLOGRAPHICS,
                           INC., DATED JULY 20, 1998;

      OPTION AGREEMENT BETWEEN MR. RUSSELL LACOSTE AND AMERICAN BANK NOTE
                  HOLOGRAPHICS, INC., DATED OCTOBER 11, 1999.

                            (Full title of the plans)

                                KENNETH H. TRAUB
                      AMERICAN BANK NOTE HOLOGRAPHICS, INC.
                             339 EXECUTIVE BOULEVARD
                            ELMSFORD, NEW YORK 10523
                                 (914) 592-2355

 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

Copies of all communications, including all communications sent to the agent for
                          service, should be sent to:

                                PAUL JACOBS, ESQ.
                           FULBRIGHT & JAWORSKI L.L.P.
                                666 FIFTH AVENUE
                            NEW YORK, NEW YORK 10103
                                 (212) 318-3000

                         CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES             AMOUNT TO BE           PROPOSED MAXIMUM            PROPOSED MAXIMUM              AMOUNT OF
    TO BE REGISTERED              REGISTERED(1)       OFFERING PRICE PER UNIT    AGGREGATE OFFERING PRICE      REGISTRATION FEE
    ----------------              -------------       -----------------------    ------------------------      ----------------
COMMON STOCK, $0.01 PAR
VALUE PER SHARE(2) ....         2,228,000 shares         $           2.61               $5,815,080             $       1,453.77

COMMON STOCK, $0.01 PAR
VALUE PER SHARE(3) ....             9,500 shares         $           1.75               $   16,625             $           4.16
2
COMMON STOCK, $0.01 PAR
VALUE PER SHARE(4) ....            82,000 shares         $           1.94               $  159,080             $          39.77

COMMON STOCK, $0.01 PAR
VALUE PER SHARE(5) ....           293,500 shares         $           2.21               $  648,635             $         162.16

COMMON STOCK, $0.01 PAR
VALUE PER SHARE(6) ....            15,000 shares         $           8.50               $  127,500             $          31.88

COMMON STOCK, $0.01 PER
VALUE PER SHARE(7) ....           150,000 shares         $           2.88               $  432,000             $         108.00

TOTAL: ................         2,778,000 SHARES                                        $7,198,920             $       1,799.74
(1)      This Registration Statement shall also cover such additional
         indeterminable number of shares as may be required in the event of a
         stock dividend, stock split, recapitalization or other similar change
         in the Common Stock.

(2)      Common Stock issuable at a weighted average exercise price of $2.61 per
         share pursuant to the American Bank Note Holographics, Inc. 1998 Stock
         Incentive Plan, as amended and the American Bank Note Holographics,
         Inc. 2000 Stock Incentive Plan.

(3)      Common Stock issuable at an exercise price of $1.75 per share pursuant
         to the American Bank Note Holographics, Inc. 2000 Stock Incentive Plan.

(4)      Common Stock issuable at an exercise price of $1.94 per share pursuant
         to the American Bank Note Holographics, Inc. 1998 Stock Incentive Plan,
         as amended.

(5)      The price is estimated in accordance with Rule 457(h)(1) under the
         Securities Act of 1933, as amended, solely for the purpose of
         calculating the registration fee, based on the average of the high and
         low prices of the Common Stock as reported on the Over-the-Counter
         Bulletin Board on May 17, 2001.

(6)      Common Stock issuable at an exercise price of $8.50 pursuant to the
         Option Agreement between Dr. Stephen Benton and American Bank Note
         Holographics, Inc., dated July 20, 1998.

(7)      Common Stock issuable at an exercise price of $2.88 pursuant to the
         Option Agreement between Mr. Russell LaCoste and American Bank Note
         Holographics, Inc., dated October 11, 1999.
3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by the Company are incorporated herein by
reference:

         (a)      The Company's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2001 filed on May 8, 2001.

         (b)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2000 filed on April 2, 2001.

         (c)      The description of the Company's common stock contained in its
                  Registration Statement on Form 8-A as filed with the
                  Securities and Exchange Commission on December 10, 1999
                  pursuant to Section 12(g) of the Securities Exchange Act of
                  1934, as amended.

         In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
indicating that all of the securities offered hereunder have been sold or
deregistering 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. Any statement contained in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the General Corporation Law of the State of Delaware
permits indemnification of officers, directors and employees of a corporation
under certain conditions subject to certain limitations. The Certificate of
Incorporation and By-laws of the Company provide that the Company shall
indemnify its officers and directors to the fullest extent permitted by Delaware
Law, including those circumstances in which indemnification would otherwise be
discretionary, subject to certain exceptions. The By-laws also provide that the
Company shall advance expenses

                                      II-1
4
to its directors and officers incurred in connection with an action or
proceeding as to which they may be entitled to indemnification, subject to
certain exceptions.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.

ITEM 8. EXHIBITS

4.1               Form of Option Agreement for American Bank Note Holographics,
                  Inc. 1998 Stock Incentive Plan, as amended.

4.2               Form of Option Agreement for American Bank Note Holographics,
                  Inc. 2000 Stock Incentive Plan.

4.3               Option Agreement between Dr. Stephen Benton and American Bank
                  Notes Holographics, Inc., dated July 20, 1998.

4.4               Option Agreement between Mr. Russell LaCoste and American Bank
                  Notes Holographics, Inc., dated October 11, 1999.

5                 Opinion of Fulbright & Jaworski L.L.P.

10.1              American Bank Note Holographics, Inc. 1998 Stock Incentive
                  Plan, as amended.

10.2              American Bank Note Holographics, Inc. 2000 Stock Incentive
                  Plan.*

23.1              Consent of Deloitte and Touche LLP

23.2              Consent of Arthur Andersen LLP

23.3              Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5)

24                Power of Attorney (included in signature page)

--------------------

* Incorporated herein by reference to Appendix A to the Company's Definitive
Proxy Statement on Schedule 14A dated August 11, 2000 (File No. 001-14227).

ITEM 9. UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

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

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933;

                                      II-1
5
                           (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. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than a 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in the "Calculation
                                    Registration Fee" table in the effective
                                    registration statement;

                           (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;

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, 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; and

                  (3)      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 offering.

         (b)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 (and, where applicable, each filing of an
                  employee benefit plan's annual report pursuant to 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.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 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 of 1933 and is, therefore,
                  unenforceable. In the event 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

                                      II-2
6
                  proceeding) is asserted by such director, officer, or
                  controlling person of the registrant 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 of
                  1933 and will be governed by the final adjudication of such
                  issue.

                                      II-3
7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 City of Elmsford, State of New York on May 24, 2001.

                                   AMERICAN BANK NOTE HOLOGRAPHICS, INC.

                                   By: /s/ Kenneth H. Traub
                                           Kenneth H. Traub
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints KENNETH H. TRAUB and ALAN GOLDSTEIN, or
either of them, his true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
/s/ Kenneth H. Traub                President, Chief Executive              May 24, 2001
------------------------            Officer and Director
    Kenneth H. Traub                (principal executive officer)

/s/ Alan Goldstein                  Chief Financial Officer                 May 24, 2001
------------------------            (principal financial officer and
    Alan Goldstein                  principal accounting officer)

/s/ Salvatore F. D'Amato            Chairman of the Board                   May 24, 2001
------------------------
    Salvatore F. D'Amato

/s/ Stephen A. Benton               Director                                May 24, 2001
------------------------
    Stephen A. Benton

/s/ Fred J. Levin                   Director                                May 24, 2001
------------------------
    Fred J. Levin

/s/ Douglas A. Crane                Director                                May 24, 2001
------------------------
    Douglas A. Crane