SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


                [X]  Quarterly Report Pursuant to Section 13 or 15(d) of the
                             Securities Exchange Act of 1934


                     For the quarterly period ended March 31, 2002

              [  ]  Transition Report Pursuant to Section 13 or 15(d) of the
                             Securities Exchange Act of 1934

                          Commission file number 1-7265


                              AMBASE CORPORATION


           (Exact name of registrant as specified in its charter)






      Delaware                                      95-2962743
(State of incorporation)                 (I.R.S. Employer Identification No.)






                       100 PUTNAM GREEN, 3RD FLOOR
                     GREENWICH, CONNECTICUT 06830-6027


              (Address of principal executive offices)     (Zip Code)

                          (203) 532-2000

              (Registrant's telephone number, including area code)




Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.

YES     X        NO
     -------         -------

At March 31, 2002, there were 46,208,519 shares of registrant's common stock,
$0.01 par value per share.

<PAGE>



AmBase Corporation

Quarterly Report on Form 10-Q
March 31, 2002
<TABLE>
<CAPTION>
CROSS REFERENCE SHEET FOR
PARTS I and II                                                                                                 Page
                                                                                                             ------
<S>         <C>                                                                                                 <C>

PART I - FINANCIAL INFORMATION

Item 1.      Financial Statements.................................................................................1

Item 2.      Management's Discussion and Analysis of
                   Financial Condition and Results of Operations..................................................8

Item 3.      Quantitative and Qualitative Disclosures About Market Risk..........................................10

PART II - OTHER INFORMATION

Item 1.      Legal Proceedings...................................................................................11

Item 6.      Exhibits and Reports on Form 8-K....................................................................11


</TABLE>






<PAGE>



PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                       AMBASE CORPORATION AND SUBSIDIARIES
                           Consolidated Balance Sheets
                    (in thousands, except for share amounts)

<TABLE>
<CAPTION>
<S>                                                                                <C>               <C>
                                                                                      March 31,       December 31,
                                                                                           2002               2001
                                                                                    (unaudited)
                                                                                       ========          =========
Assets:
Cash and cash equivalents.........................................................   $    3,098         $    6,130
Investment securities:
    Held to maturity (market value $39,957 and $40,245, respectively).............       39,961             40,232
    Available for sale, carried at fair value (cost $150 at March 31, 2002).......          168                 -
                                                                                       --------           --------
Total investment securities.......................................................       40,129             40,232
                                                                                       --------           --------
Fixed assets, net of accumulated depreciation of $108 and $89, respectively.......        2,405              2,424
Investment in SDG, Inc. at cost...................................................        1,250              1,250
Other assets......................................................................          386                409
                                                                                       --------           --------

Total assets......................................................................   $   47,268         $   50,445
                                                                                          =====              =====
Liabilities and Stockholders' Equity
Liabilities:
Accounts payable and accrued liabilities..........................................   $      623         $    3,267
Supplemental retirement plan......................................................        6,913              6,682
Postretirement welfare benefits...................................................          873                913
Other liabilities.................................................................           98                 99
Litigation reserves...............................................................        1,436              1,471
                                                                                       --------           --------
Total liabilities.................................................................        9,943             12,432
                                                                                       --------           --------
Commitments and contingencies.....................................................            -                  -
                                                                                       --------           --------
Stockholders' equity:
Common stock ($0.01 par value, 200,000,000 authorized,
  46,335,007 issued)..............................................................          463                463
Paid-in capital...................................................................      547,940            547,940
Accumulated other comprehensive income............................................           18                  -
Accumulated deficit...............................................................     (510,449)          (509,743)
Treasury stock, at cost 126,488 shares............................................         (647)              (647)
                                                                                       --------           --------
Total stockholders' equity........................................................       37,325             38,013
                                                                                       --------           --------

Total liabilities and stockholders' equity........................................   $   47,268         $   50,445

                                                                                          =====              =====
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>




                       AMBASE CORPORATION AND SUBSIDIARIES
                      Consolidated Statements of Operations
                           Three Months Ended March 31
                                   (Unaudited)
                      (in thousands, except per share data)
<TABLE>
<CAPTION>
<S>                                                                                 <C>             <C>

                                                                                           2002             2001
                                                                                           ====             ====
Operating expenses:
Compensation and benefits.......................................................    $       931      $       938
Professional and outside services...............................................            121              206
Insurance.......................................................................             16               12
Occupancy.......................................................................             22               25
Other operating.................................................................             43               34
                                                                                       --------         --------
                                                                                          1,133            1,215
                                                                                       --------         --------
Operating loss..................................................................         (1,133)          (1,215)
                                                                                       --------         --------
Interest income.................................................................            193              706
Other income....................................................................            279               50
                                                                                       --------         --------
Loss before income taxes........................................................           (661)            (459)
Income tax expense..............................................................            (45)             (55)
                                                                                       --------         --------
Net loss........................................................................    $      (706)     $      (514)
                                                                                          =====            =====
Earnings per common share:

Net loss - basic................................................................    $     (0.02)     $     (0.01)
                                                                                           =====           =====
Net loss - assuming dilution....................................................    $     (0.02)     $     (0.01)
                                                                                           =====           =====
Weighted average shares outstanding:

Basic...........................................................................          46,209          46,209
                                                                                           =====           =====
Diluted.........................................................................          46,500          46,261
                                                                                           =====           =====
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>



                       AMBASE CORPORATION AND SUBSIDIARIES
              Consolidated Statement of Comprehensive Income (Loss)
                           Three Months Ended March 31
                                   (Unaudited)
                                 (in thousands)


<TABLE>
<CAPTION>
<S>                                                                                           <C>

                                                                                                    2002
                                                                                                    ====

Net loss............................................................................           $    (706)


Unrealized gains on investment securities - available for sale......................                  18
                                                                                                  -------

Comprehensive income (loss).........................................................           $    (688)
                                                                                                    =====

The accompanying notes are an integral part of these consolidated financial
statements.

</TABLE>

<PAGE>






                       AMBASE CORPORATION AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                           Three Months Ended March 31
                                   (Unaudited)
                                 (in thousands)



<TABLE>
<CAPTION>
<S>                                                                                  <C>                <C>

                                                                                           2002               2001
                                                                                           ====               ====
Cash flows from operating activities:

Net loss..........................................................................    $    (706)          $   (514)
Adjustments to reconcile net loss to net cash used by operations:

    Depreciation and amortization.................................................           20                  4
    Accretion of discount - investment securities.................................         (181)              (689)
Changes in other assets and liabilities:
    Other assets..................................................................           22                 23

    Accounts payable and accrued liabilities......................................       (2,644)            (1,252)
    Litigation and contingency reserves uses......................................          (35)               (33)
    Other liabilities.............................................................          189                126

                                                                                        --------           --------
Net cash used by operating activities.............................................       (3,335)            (2,335)
                                                                                        --------           --------
Cash flows from investing activities:

Maturities of investment securities - held to maturity............................       40,350             10,740
Purchases of investment securities - held to maturity.............................      (39,897)           (12,487)
Purchases of investment securities - available for sale...........................         (150)              -

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

Net cash provided (used) by investing activities..................................          303             (1,747)

                                                                                       --------           --------
Net decrease in cash and cash equivalents.........................................       (3,032)            (4,082)
Cash and cash equivalents at beginning of period..................................        6,130              4,844
                                                                                       --------           --------

Cash and cash equivalents at end of period........................................    $   3,098            $   762

                                                                                          =====              =====
Supplemental cash flow disclosures:

Income taxes paid.................................................................    $      51          $      66

                                                                                          =====              =====

</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements



<PAGE>





                       AMBASE CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

Note 1 - Organization

The accompanying  consolidated  financial  statements of AmBase  Corporation and
subsidiaries (the "Company") are unaudited and subject to year-end  adjustments.
All material intercompany transactions and balances have been eliminated. In the
opinion of management, the interim financial statements reflect all adjustments,
consisting only of normal  recurring  adjustments  unless  otherwise  disclosed,
necessary for a fair statement of the Company's  financial  position and results
of operations.  Results for interim  periods are not  necessarily  indicative of
results for the full year. Certain reclassifications have been made to the prior
year  consolidated  financial  statements  to  conform  with  the  current  year
presentation.  The  consolidated  financial  statements  have been  prepared  in
accordance with accounting principles generally accepted in the United States of
America  ("GAAP").  The  preparation of financial  statements in conformity with
GAAP requires  management to make certain  estimates  and  assumptions,  that it
deems reasonable, that affect the reported amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting   period.   Actual  results  could  differ  from  such  estimates  and
assumptions.

The Company  continues  to evaluate a number of  possible  acquisitions,  and is
engaged in the management of its remaining assets and liabilities, including the
contingent  and  alleged  liabilities,  as  described  in Part II - Item 1.  The
Company  intends to aggressively  contest all pending and threatened  litigation
and  contingencies,   as  well  as  pursue  all  sources  for  contributions  to
settlements.  The unaudited interim financial statements presented herein should
be read in  conjunction  with the Company's  consolidated  financial  statements
filed in its Annual Report on Form 10-K for the year ended December 31, 2001.

The  Company's  main  source of  non-operating  revenue  is  interest  earned on
investment  securities  and cash  equivalents  and  rental  income on the leased
portion of the building owned by the Company.  The Company's  management expects
that operating  cash needs for the remainder of 2002 will be met  principally by
the Company's  current  financial  resources,  and the receipt of  non-operating
revenue  consisting  of  interest  income  on  investment  securities  and  cash
equivalents and rental income.

Note 2 - Legal Proceedings

The Company  has  certain  alleged  liabilities  and is a  defendant  in certain
lawsuits.  The  accompanying  consolidated  financial  statements do not include
adjustments  that might  result  from an ultimate  unfavorable  outcome of these
uncertainties. Although the basis for the calculation of the litigation reserves
are regularly  reviewed by the Company's  management  and outside legal counsel,
the  assessment  of these  reserves  includes an  exercise of judgment  and is a
matter of opinion. At March 31, 2002, the litigation reserves were $1,436,000.
See Part II - Item 1 - Legal Proceedings, for a further discussion of the
Company's legal proceedings, including the Supervisory Goodwill Litigation.

Note 3 - Cash and Cash Equivalents

Highly liquid  investments,  consisting  principally of funds held in short-term
money market accounts, are classified as cash equivalents.

<PAGE>



                       AMBASE CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

Note 4 - Investment Securities

Investment  securities - held to maturity  consist of U.S.  Treasury  Bills with
original  maturities of one year or less and are carried at amortized cost based
upon the Company's intent and ability to hold these investments to maturity.

Investment  securities - available for sale,  consist of  investments  in equity
securities  held for an  indefinite  period and which are  carried at fair value
with net unrealized gains and losses recorded  directly in a separate  component
of stockholders' equity.

Investment securities consist of the following:
<TABLE>
<CAPTION>




                                            March 31, 2002                           December 31, 2001
                               ====================================             ===============================
<S>                         <C>             <C>           <C>               <C>             <C>           <C>

                                                            Cost or                                          Cost or
                              Carrying       Amortized         Fair           Carrying      Amortized           Fair
(in thousands)                   Value            Cost        Value              Value           Cost          Value
                                ======      ========         ======             ======        ========        ======
Held to Maturity:
U.S. Treasury Bills
  maturing within
  one year                   $  39,961       $  39,961     $  39,957         $  40,232       $ 40,232      $  40,245

Available for Sale:
Equity Securities                  168             150           168              -              -              -
                            ----------         ----------   ----------      -----------     -----------     -----------
                             $  40,129        $ 40,111     $  40,125         $  40,232      $  40,232     $   40,245
                               =======          =======       ======           ======          ======         ======

The gross unrealized gains and losses on investment securities, at March 31,
2002 and December 31, 2001 consist of the following:
<CAPTION>
<S>                                                                                        <C>            <C>

(in thousands)                                                                                  2002            2001
                                                                                               ======          ======
Held to Maturity:.
Gross unrealized gains(losses)                                                              $      (4)    $       13
                                                                                               =======         ======
Available for Sale:
Gross unrealized gains                                                                      $      18     $        -
                                                                                               =======         ======
</TABLE>

Other investment securities consist of convertible preferred and common stock in
AMDG, Inc., which were purchased through private  placements,  are classified as
other assets, and are carried at cost which approximates market value;  $350,000
at March 31, 2002 and December 31, 2001.  No  investment  securities - available
for sale were sold in the first quarter of 2002.

<PAGE>



                       AMBASE CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

Note 5 - Income Taxes

The Company and its 100% owned domestic subsidiaries file a consolidated federal
income tax return.  The Company  recognizes  both the current and  deferred  tax
consequences  of all  transactions  that have been  recognized  in the financial
statements,  calculated  based on the provisions of enacted tax laws,  including
the tax rates in effect for current and future  years.  Net  deferred tax assets
are  recognized  immediately  when a more likely than not criterion is met; that
is, greater than 50%  probability  exists that the tax benefits will actually be
realized  sometime in the future.  The Company has calculated a net deferred tax
asset of $30 million as of March 31, 2002 and December  31,  2001,  respectively
arising  primarily  from net  operating  loss ("NOL")  carryforwards/carrybacks,
alternative minimum tax ("AMT") credits and the excess of book over tax reserves
(not  including the  anticipated  tax effects of NOL's  expected to be generated
from the Company's tax basis in Carteret  Savings  Bank,  F.A. and  subsidiaries
("Carteret"),  resulting  from the election  decision,  as more fully  described
below).  A valuation  allowance has been established for the entire net deferred
tax asset,  as  management,  at the present time,  has no basis to conclude that
realization is more likely than not.

As a result of the Office of Thrift Supervision's  December 4, 1992 placement of
Carteret  in  receivership,   under  the  management  of  the  Resolution  Trust
Corporation  ("RTC")/Federal  Deposit Insurance Corporation  ("FDIC"),  and then
proposed Treasury Reg. ss.1.597-4(g),  the Company had previously filed its 1992
and subsequent  federal income tax returns with Carteret  disaffiliated from the
Company's  consolidated  federal  income  tax  return.  Based upon the impact of
Treasury  Reg.  ss.1.597-4(g),  which was issued in final form on  December  20,
1995, a continuing review of the Company's tax basis in Carteret, and the impact
of prior year tax return  adjustments  on the Company's  1992 federal income tax
return as filed,  the Company decided not to make an election  pursuant to final
Treasury  Reg.   ss.1.597-4(g)  to  disaffiliate  Carteret  from  the  Company's
consolidated  federal  income tax return  effective  as of December 4, 1992 (the
"election decision").

The  Company has made  numerous  requests to the  RTC/FDIC  for tax  information
pertaining to Carteret and the resulting successor institution, Carteret Federal
Savings Bank ("Carteret FSB"); however all of the information still has not been
received.  Based on the Company's election decision, as described above, and the
receipt of some of the requested information from the RTC/FDIC,  the Company has
amended its 1992  consolidated  federal income tax return to include the federal
income tax effects of Carteret  and  Carteret  FSB.  The Company is still in the
process of amending  its  consolidated  federal  income tax returns for 1993 and
subsequent years.

The  Company  anticipates  that,  as a result of filing a  consolidated  federal
income tax return with  Carteret FSB, a total of  approximately  $170 million of
tax NOL  carryforwards  will be  generated  from  the  Company's  tax  basis  in
Carteret/Carteret  FSB as tax losses are  incurred by Carteret FSB of which $158
million are still available for future use. Based on the Company's filing of its
amended  1992  consolidated  federal  income tax return to include  the  federal
income tax effects of Carteret FSB (the "1992  Amended  Return"),  approximately
$56 million of NOL carryforwards are generated for tax year 1992 which expire in
2007, with the remaining  approximately  $102 million of NOL carryforwards to be
generated,  expiring  no earlier  than 2008.  These NOL  carryforwards  would be
available to offset future taxable income,  in addition to the NOL carryforwards
as further detailed below.

Based upon the Company's  federal  income tax returns as filed from 1993 to 2000
(subject  to  IRS  audit  adjustments),  and  excluding  the  NOL  carryforwards
generated from the Company's tax basis in Carteret/Carteret FSB, as noted above,
at March 31, 2002 the Company has NOL  carryforwards  aggregating  approximately
$26.6 million, available to reduce future federal taxable income which expire if
unused  beginning in 2008.  The Company's  federal  income tax returns for years
subsequent to 1992 have not been reviewed by the IRS.

The utilization of certain  carryforwards  is subject to limitations  under U.S.
federal income tax laws. In addition,  the Company has approximately $21 million
of  AMT  credit  carryforwards  ("AMT  Credits"),   which  are  not  subject  to
expiration.  As further  discussed below the Company has filed several carryback
claims  with the IRS  seeking  to  realize  approximately  $8 million of the $21
million of AMT credits.

The  Company has filed  several  carryback  claims with the IRS (the  "Carryback
Claims"),  seeking  refunds  from the IRS of  alternative  minimum tax and other
federal  income  taxes paid by the  Company in prior years plus  applicable  IRS
interest.  The  Carryback  Claims are currently  being  reviewed by the IRS. The
Company can give no assurances that the Carryback Claims will be allowed by IRS,
the final amount of the refunds, if any, or when they might be received.

<PAGE>


                       AMBASE CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements


Note 6 - Comprehensive Income

Comprehensive  income  (loss),  for the three months  ending March 31, 2002,  is
composed  of net  income  (loss) and other  comprehensive  income  (loss)  which
includes the change in unrealized gains on investment  securities  available for
sale, as follows:
(in thousands)
<TABLE>
<CAPTION>
<S>                                                          <C>                     <C>
                                                                    Unrealized           Accumulated
                                                                     Gains on                  Other
                                                                    Investment          Comprehensive
                                                                    Securities                 Income
                                                                     ========           ============

January 1, 2002 balance..............................         $          -              $        -

Change during the period.............................                    18                       18
                                                                     --------                --------
March 31, 2002 balance...............................         $          18              $        18
                                                                      ======                  ======
</TABLE>


ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations,  which follows,  should be read in conjunction with the consolidated
financial statements and related notes, which are contained in Item 1, herein.

FINANCIAL CONDITION

The  Company's  assets  at March  31,  2002  aggregated  $47,268,000  consisting
principally of cash and cash equivalents of $3,098,000 and investment securities
of $40,129,000. At March 31, 2002, the Company's liabilities, including reserves
for  litigation  liabilities,   described  in  Part  II  -  Item  1,  aggregated
$9,943,000. Total stockholders equity was $37,325,000.


The Company  has  certain  alleged  liabilities  and is a  defendant  in certain
lawsuits. Based upon an assessment of these proceedings the Company believes the
ultimate  outcome of the proceedings  will not have a material adverse effect on
its financial condition and results of operations. The accompanying consolidated
financial  statements  do not  include  adjustments  that might  result  from an
ultimate unfavorable outcome of these uncertainties.  Although the basis for the
calculation of the litigation  reserves are regularly  reviewed by the Company's
management and outside legal counsel,  the assessment of these reserves includes
an exercise of  judgment,  and is a matter of opinion.  At March 31,  2002,  the
litigation reserves were $1,436,000. For a discussion of alleged liabilities and
lawsuits see Part II - Item 1.

For the three  months  ended  March 31,  2002,  cash of  $3,335,000  was used by
operations, including the payment of prior year accruals and operating expenses,
partially  offset by the  receipt  of  interest  income.  The cash  needs of the
Company  for the  first  three  months  of 2002 were  principally  satisfied  by
interest income received on investment securities and cash equivalents,  and the
Company's current financial  resources.  Management  believes that the Company's
cash resources are sufficient to continue operations for 2002.

For the three  months  ended  March 31,  2001,  cash of  $2,335,000  was used by
operations,  partially  offset by the receipt of interest  income  including the
payment of prior year accruals and operating expenses.

The  Company  continues  to evaluate a number of  possible  acquisitions  and is
engaged in the management of its remaining assets and liabilities, including the
contingent  and  alleged  litigation  liabilities.   Extensive  discussions  and
negotiations  are ongoing with respect to certain of these matters.  The Company
intends to  aggressively  contest  all  pending and  threatened  litigation  and
contingencies, as well as pursue all sources for contributions to settlements.
<PAGE>

In connection with an escrow account  established by Zurich SF Holdings LLC ("SF
Holdings")  pursuant to a June 2000 settlement  agreement with SF Holdings,  the
Company  requested,  in December 2001, the payment of  approximately  $1,500,000
from the Escrow Account for certain expenses  previously paid by the Company. SF
Holdings objected to the payment of these expenses.  As a result of SF Holdings'
objection,  the payment request is being arbitrated pursuant to the terms of the
settlement  agreement.  Upon the final  payment  of  outstanding  expenses,  the
residual of the Escrow Account,  if any, will be delivered to an affiliate of SF
Holdings.

The Company  owns a 14,500  square feet office  building in  Greenwich,  CT. The
Company  utilizes  2,100  square feet for its  executive  offices and leases the
remaining approximately 12,400 square feet of office space to unaffiliated third
parties.

The Company has made no purchases  under its common stock  repurchase plan as of
March 31, 2002. There are no material commitments for capital expenditures as of
March  31,  2002.  Inflation  has had no  material  impact on the  business  and
operations of the Company.

From time to time, the Company may publish  "Forward-looking  statements" within
the  meaning of  Section  27A of the  Securities  Act of 1933,  as amended  (the
"Act"),  and  Section  21E of the  Exchange  Act or make  oral  statements  that
constitute forward-looking  statements. The forward-looking statement may relate
to such  matters  as  anticipated  financial  performance,  future  revenues  or
earnings,   business   prospects,   projected   ventures,   anticipated   market
performance,  and similar matters. The Private Securities  Litigation Reform Act
of 1995  provides a safe  harbor  for  forward-looking  statements.  In order to
comply with the terms of the safe harbor,  the Company  cautions  readers that a
variety of factors could cause the Company's actual results to differ materially
from the anticipated  results or other  expectations  expressed in the Company's
forward-looking  statements.  These risks and  uncertainties,  many of which are
beyond the Company's control,  include,  but are not limited to: (i) transaction
volume in the securities markets, (ii) the volatility of the securities markets,
(iii)  fluctuations in interest rates,  (iv) changes in regulatory  requirements
which could affect the cost of doing business,  (v) general economic conditions,
(vi) changes in the rate of inflation and the related  impact on the  securities
markets,  (vii) changes in federal and state tax laws,  and (viii) risks arising
from  unfavorable  decisions in our current  materials  litigation  matters,  or
unfavorable  decisions in other supervisory goodwill cases. The Company does not
undertake  any  obligation  to update or revise any  forward-looking  statements
whether as a result of future events, new information or otherwise.

Results of Operations

The Company's main source of non-operating  revenue is interest income earned on
investment  securities  and cash  equivalents  and  rental  income on the leased
portion of the building owned by the Company.  The Company's  management expects
that operating  cash needs for the remainder of 2002 will be met  principally by
the Company's current financial resources,  the receipt of non-operating revenue
consisting  of  interest  income  earned  on  investment   securities  and  cash
equivalents and rental income.

The  Company  recorded a net loss of  $706,000  or $0.02 per share for the first
quarter  ended March 31, 2002  compared with a net loss of $514,000 or $0.01 per
share for the first quarter ended March 31, 2001.

Compensation  and benefits  decreased  slightly to $931,000 in the first quarter
and March 31, 2002,  compared with $938,000 in the respective  2001 period.  The
decrease is primarily  due to a decrease in  employment  levels,  offset to some
extent by a higher level of benefit accruals.

Professional  and outside services  expenses  decreased to $121,000 in the first
quarter  ended March 31,  2002,  compared to  $206,000  in the  respective  2001
period. The decreased amount for the 2002 period is due to a decrease in overall
legal expense.

Occupancy  expenses  decreased slightly to $22,000 in the first quarter compared
with $25,000 in the  respective  2001 period.  Occupancy  expenses have not been
reduced by tenant  reimbursements or rental income which are included with other
income in the Consolidated Statement of Operations.

Interest  income in the first quarter ended March 31, 2002 decreased to $193,000
from  $706,000 in the  respective  2001.  The decrease is  principally  due to a
significant  decrease in the yield on investments in 2001 and to a lesser extent
a decrease in the average level of investments held.
<PAGE>


Other  income  of  $279,000  for the  first  quarter  ended  March  31,  2002 is
attributable  to  collection  on an  investment  previously  held by an inactive
subsidiary and rental income earned by the Company.  The other income of $50,000
in the 2001 period is due to the continued collection of a receivable previously
considered uncollectible.

The income tax  provisions  of $45,000 in the first quarter ended March 31, 2002
and  $55,000  for the  March 31,  2001  period  are  primarily  attributable  to
provisions for state taxes.  Income taxes  applicable to operating income (loss)
are generally  determined by applying the estimated  effective annual income tax
rates to pretax income (loss) for the year-to-date interim period.  Income taxes
applicable to unusual or infrequently occurring items are provided in the period
in which such items occur.

ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company holds short-term investments as a source of liquidity. The Company's
interest rate sensitive investments at March 31, 2002 and December 31, 2001 with
maturity dates of less than one year consist of the following:
<TABLE>
<CAPTION>
<S>     <C>    <C>                                 <C>                 <C>              <C>            <C>

                                                              2002                              2001
                                                       =================                  =================
                                                   Carrying               Fair            Carrying        Fair
                                                     Value               Value             Value          Value
(in thousands)                                     ----------          ---------         ----------    ----------


U.S. Treasury Bills.........................       $ 39,961              $39,957           $40,232          $40,245
                                                     =======             ======            ======            ======

Weighted average interest rate..............         1.75%                                  1.87%
                                                    =======                                ======
</TABLE>

The  Company's  current  policy is to  minimize  the  interest  rate risk of its
short-term  investments by investing in U.S.  Treasury Bills with  maturities of
less than one year. There were no significant changes in market exposures or the
manner in which interest rate risk is managed during the period.


STOCKHOLDER INQUIRIES

Stockholder  inquiries,  including  requests  for the  following:  (i) change of
address;  (ii) replacement of lost stock  certificates;  (iii) Common Stock name
registration changes; (iv) Quarterly Reports on Form 10-Q; (v) Annual Reports on
Form 10-K; (vi) proxy material;  and (vii) information regarding stock holdings,
should be directed to:

         American Stock Transfer and Trust Company
         59 Maiden Lane
         New York, NY  10038
         Attention:  Shareholder Services
         (800) 937-5449 or (718) 921-8200 Ext. 6820

In addition,  the Company's public reports,  including Quarterly Reports on Form
10-Q, Annual Reports on Form 10-K and Proxy Statements,  can be obtained through
the Securities  and Exchange  Commission  EDGAR  Database over the Internet,  at
www.sec.gov.

The Company has made no purchases  under its common stock  repurchase plan as of
March 31, 2002.

<PAGE>

Part II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

The information  contained in Item 8 - Note 11 in AmBase's Annual Report on Form
10-K for the year ended December 31, 2001 is  incorporated  by reference  herein
and the defined terms set forth below have the same meaning  ascribed to them in
that report. There have been no material developments in such legal proceedings,
except as set forth below.

(a)  Marshall  Manley v.  AmBase  Corporation.  In April 2002,  Manley  filed an
amended Notice of Appeal.  The Company intends to vigorously  oppose the appeal.
Manley seeks reimbursement of certain alleged payments he made to the Trustee in
the bankruptcy  proceedings of the law firm of Finley,  Kumble,  Wagner,  Heine,
Underberg,  Manley & Casey of  approximately  $2.4 million plus interest arguing
that he served at such firm at the request of the Company.

The  allegations  and claims against the Company,  as noted above,  are material
and, if successful,  could result in substantial  judgments against the Company.
Due to the nature of these  proceedings,  the Company and its counsel are unable
to express any opinion to their probable outcome.

(b) AmBase  Corporation v. City Investing  Company  Liquidating  Trust, et al. -
Marshall Manley  litigation.  In response to a motion for summary judgment filed
by the Trust,  the  Company has filed its own motion for  summary  judgment.  No
assurance can be given regarding the ultimate outcome of this litigation.



Item 6.       EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

      None

(b)   Reports on Form 8-K

      None

<PAGE>


                              SIGNATURES

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

AMBASE CORPORATION



By    JOHN P. FERRARA
      Vice President, Chief Financial Officer and Controller
      (Duly authorized Officer and Principal Financial and
      Accounting Officer)

Date: May 7, 2002


<PAGE>