BONNEY MARK J - 4 filing on 2005-12-19

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BONNEY MARK J

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN BANK NOTE HOLOGRAPHICS INC [ ABHH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive VP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$0.78	12/15/2005		D			15,000⁽¹⁾	02/19/2004⁽²⁾	02/19/2013	Common stock, $.01 par value per share	15,000	$0	0	D
Stock Option (Right to Buy)	$2.95	12/15/2005		D			1,666⁽³⁾	01/07/2006⁽⁴⁾	01/07/2015	Common stock, $.01 par value per share	1,666	$0	0	D
Stock Option (Right to Buy)	$6.45	12/15/2005		A		16,666⁽⁵⁾		12/15/2005	12/15/2015	Common stock, $.01 par value per share	16,666	$0	16,666	D

Explanation of Responses:

1. Consists of options which were cancelled on December 15, 2005 in exchange for a cash payment to Mr. Bonney to be made no later than December 31, 2005, in an amount equal to the difference between $6.45, the fair market value on December 15, 2005, and the aggregate exercise price of the cancelled options.

2. These options vested as to 5,000 shares on each of February 19, 2004 and February 19, 2005 and were scheduled to vest as to 5,000 shares on Febuary 19, 2006.

3. Consists of options which were cancelled on December 15, 2005 in exchange for a cash payment to Mr. Bonney to be made no later than December 31, 2005, in an amount equal to the difference between $6.45, the fair market value on December 15, 2005, and the aggregate exercise price of the cancelled options.

4. These options were scheduled to vest as to 1,666 shares on January 7, 2006.

5. Consists of options granted to replace the 16,666 options which were cancelled on December 15, 2005.

	/s/ Mark J. Bonney	12/19/2005
	** Signature of Reporting Person	Date
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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