ITEM 1.01 Entry into a Material Definitive Agreement

On August 8, 2008, the Company filed a Current Report on Form 8-K related to an Amendment (the "Amendment") to its Letter Agreement ("Letter Agreement") with First Niagara Bank ("First Niagara"), and its private placement of Series A 10% Subordinated Convertible Debentures (the "Series A Debentures").

On August 15, 2008, the Company completed the Series A Debenture offering and received gross proceeds of $750,000 in principal amount of Series A Debentures. Under the Letter Agreement, as amended by the Amendment, the Company was required to sell at least $500,000 in subordinated debentures by September 1, 2008.

The Company has also issued its placement agent, Cantone Research, Inc. ("Cantone") a four (4) year warrant to purchase 30,450 shares of the Company's common stock at an exercise price of $0.37 per share (the closing price of the Company's common shares on the Closing Date ) and a four (4) year warrant to purchase 44,550 shares of the Company's common stock at an exercise price of $0.40 per share (the closing price of the Company's common stock on the Series A Completion Date).

The securities to be issued in this transaction are being sold pursuant to the exemption from registration afforded by Rule 506 under Regulation D ("Regulation D") as promulgated by the Commission under the Securities Act of 1933, as amended (the "1933 Act"), and/or Section 4(2) of the 1933 Act.

Item 9.01 Financial Statement and Exhibits

(d) Exhibits

The following exhibit is filed with this report on Form 8-K/A-1

Exhibit 99.1 - American Bio Medica Corporation Press Release issued August 18, 2008

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