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 June 30, 2002

                                or

  [   ]  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 June 30, 2002, there were 46,208,519 shares outstanding of the registrant's
common stock, $0.01 par value per share.













<PAGE>



AmBase Corporation

Quarterly Report on Form 10-Q
June 30, 2002
<TABLE>
<CAPTION>
TABLE OF CONTENTS                                                                                              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..........................................11

PART II - OTHER INFORMATION

Item 1.      Legal Proceedings...................................................................................12

Item 4.      Submission of Matters to a Vote of Security Holders.................................................12

Item 6.      Exhibits and Reports on Form 8-K....................................................................13



</TABLE>









                                                          - 4 -
<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>
                                                                                       June 30,       December 31,
                                                                                           2002               2001
                                                                                     (unaudited)
                                                                                       ========          =========
Assets:
Cash and cash equivalents.........................................................   $    2,486        $     6,130
Investment securities:
    Held to maturity (market value $39,736 and $40,245, respectively).............       39,734             40,232
    Available for sale, carried at fair value ....................................          427                  -
                                                                                       --------           --------
Total investment securities.......................................................       40,161             40,232
                                                                                       --------           --------
Fixed assets, net of accumulated depreciation of $128 and $89, respectively.......        2,385              2,424
Investment in SDG, Inc. at cost...................................................        1,250              1,250
Other assets......................................................................          367                409
                                                                                       --------           --------

Total assets......................................................................   $   46,649         $   50,445
                                                                                          =====              =====
Liabilities and Stockholders' Equity:
Liabilities:
Accounts payable and accrued liabilities..........................................   $      886        $     3,267
Supplemental retirement plan......................................................        7,145              6,682
Postretirement welfare benefits...................................................          847                913
Other liabilities.................................................................           92                 99
Litigation reserves...............................................................        1,405              1,471
                                                                                       --------           --------
Total liabilities.................................................................       10,375             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............................................           27                  -
Accumulated deficit...............................................................     (511,509)          (509,743)
Treasury stock, at cost 126,488 shares............................................         (647)              (647)
                                                                                       --------           --------
Total stockholders' equity........................................................       36,274             38,013
                                                                                       --------           --------

Total liabilities and stockholders' equity........................................   $   46,649         $   50,445
                                                                                          =====              =====
</TABLE>

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


<PAGE>


                       AMBASE CORPORATION AND SUBSIDIARIES
                      Consolidated Statements of Operations
                   Second Quarter and Six Months Ended June 30
                                   (Unaudited)
                        (in thousands, except per share data)

<TABLE>
<CAPTION>
<S>                                                     <C>              <C>               <C>              <C>
                                                           Second Quarter                      Six Months
                                                        2002             2001              2002             2001
                                                        ====             ====              ====             ====
Operating expenses:
Compensation and benefits...................      $      867      $       826       $     1,798      $     1,710
Professional and outside services...........             309              326               430              391
Insurance...................................              29               10                45               28
Occupancy...................................              19               44                41               67
Other operating.............................              50               30                93               78
                                                    --------         --------          --------         --------
                                                       1,274            1,236             2,407            2,274
                                                    --------         --------          --------         --------
Operating loss..............................          (1,274)          (1,236)           (2,407)          (2,274)
                                                    --------         --------          --------         --------
Interest income.............................             189              782               381            1,313
Reversal of withholding obligation reserve..               -           66,388                 -           66,388
Other income................................              71               56               350               99
                                                    --------         --------          --------         --------
Income (loss) before income taxes...........          (1,014)          65,990            (1,676)          65,526
Income tax expense..........................             (45)             (55)              (90)            (110)
                                                    --------         --------          --------         --------
Net income (loss) ..........................     $    (1,059)    $     65,935       $    (1,766)     $    65,416
                                                      =====            =====             =====             =====
Income (loss) per common share:

Net income (loss) - basic........................$    (0.02)      $      1.43        $    (0.04)      $     1.42
                                                      =====             =====             =====            =====

Net income (loss) - assuming dilution............$    (0.02)      $      1.42        $    (0.04)      $     1.41
                                                      =====             =====              =====            =====
Weighted average shares outstanding:

Basic................................................  46,209           46,209            46,209           46,209
                                                       =====            =====             =====             =====
Diluted..............................................  46,361           46,279            46,421           46,270
                                                        =====            =====             =====            =====


</TABLE>


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

<PAGE>



                                  AMBASE CORPORATION AND SUBSIDIARIES
                          Consolidated Statement of Comprehensive Income (Loss)
                                 Second Quarter and Six Months Ended June 30
                                              (Unaudited)
                                             (in thousands)

<TABLE>
<CAPTION>
<S>                                                                                   <C>                       <C>
                                                                                       Second Quarter             Six Months
                                                                                              2002                   2002
                                                                                             ======                 ======

Net loss............................................................................  $     (1,059)             $  (1,766)


Unrealized holding gains on investment securities - available for sale, net of tax..             9                     27
                                                                                          --------                --------

Comprehensive income (loss).........................................................   $    (1,050)              $ (1,739)
                                                                                            ======                  ======

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

</TABLE>




<PAGE>


                                           AMBASE CORPORATION AND SUBSIDIARIES
                                          Consolidated Statements of Cash Flows
                                                 Six Months Ended June 30
                                                       (Unaudited)
                                                     (in thousands)

<TABLE>
<CAPTION>
<S>                                                                                  <C>                 <C>
                                                                                           2002               2001
                                                                                           ====               ====
Cash flows from operating activities:
Net income (loss).................................................................    $  (1,766)          $ 65,416
Adjustments to reconcile net income (loss) to net cash used by operations:
    Depreciation and amortization.................................................           39                  8
    Accretion of discount - investment securities.................................         (355)            (1,262)
Changes in other assets and liabilities:
    Other assets..................................................................           42                (21)
    Accounts payable and accrued liabilities......................................       (2,381)              (995)
    Litigation and contingency reserves uses......................................          (66)               (39)
    Reversal of withholding obligation reserve....................................            -            (66,388)
    Other liabilities.............................................................          390                284
                                                                                       --------           --------
Net cash used by operating activities.............................................       (4,097)            (2,997)
                                                                                       --------           --------
Cash flows from investing activities:
Maturities of investment securities - held to maturity............................       72,035             48,585
Purchases of investment securities - held to maturity.............................      (71,182)           (46,982)
Purchases of investment securities - available for sale...........................         (400)                 -
Fixed assets purchase.............................................................            -             (2,434)
Other, net........................................................................            -                  9
                                                                                       --------           --------
Net cash provided (used) by investing activities..................................          453               (822)
                                                                                       --------           --------
Net decrease in cash and cash equivalents.........................................       (3,644)            (3,819)
Cash and cash equivalents at beginning of period..................................        6,130              4,844
                                                                                       --------           --------
Cash and cash equivalents at end of period........................................    $   2,486           $  1,025
                                                                                          =====              =====
Supplemental cash flow disclosures:
Income taxes paid................................................................     $     128           $    144
                                                                                           =====              =====
</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 assets 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
is 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 June 30, 2002, the litigation reserves were $1,405,000.

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 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>
<S>                           <C>        <C>                <C>            <C>            <C>             <C>

                                     June 30, 2002                                  December 31, 2001
                               ========================================================================================
                                               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                   $  39,734       $  39,734       $  39,736         $  40,232        $ 40,232        $   40,245

Available for Sale:
Equity Securities                  427             400             427                -               -                -
                             ----------      ----------     ----------       -----------      -----------      -----------
                             $  40,161       $  40,134       $  40,163         $  40,232        $  40,232       $   40,245
                               =======          =======         ======           ======            ======           ======

The gross unrealized gains and losses on investment securities, at June 30, 2002
and December 31, 2001 consist of the following:
<CAPTION>
<S>                                                                                         <C>           <C>
(in thousands)                                                                                  2002         2001
                                                                                              =======       ======
Held to Maturity:.
Gross unrealized gains                                                                      $       2     $     13
                                                                                              =======       ======
Available for Sale:
Gross unrealized gains                                                                      $      27     $      -
                                                                                              =======       ======
</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 June 30, 2002 and December 31, 2001. No investment securities - available for
sale were sold in the first six months 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 June 30, 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 June 30,  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 second quarter and six months ending June
30, 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:

<TABLE>
<CAPTION>
<S>                                          <C>               <C>             <C>               <C>
(in thousands)
                                                   Second Quarter                    Six Months
                                              ========================          ======================
                                              Unrealized        Accumulated      Unrealized        Accumulated
                                             Gains (Losses)        Other       Gains (Losses)         Other
                                             on Investment      Comprehensive    on Investment     Comprehensive
                                              Securities          Income          Securities          Income
                                               ========          ========          ========          ========
Balance beginning of period.................  $      18               18                 -                 -

Change during the period....................          9                9                27                 27
     .......................................   --------         --------          --------           --------
Balance end of period.......................  $      27               27                27                 27
                                                  =====            =====             =====              =====


</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  June  30,  2002  aggregated  $46,649,000  consisting
principally of cash and cash equivalents of $2,486,000 and investment securities
of $40,161,000. At June 30, 2002, the Company's liabilities,  including reserves
for  litigation  liabilities,   described  in  Part  II  -  Item  1,  aggregated
$10,375,000. Total stockholders equity was $36,274,000.

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 June 30,  2002,  the
litigation reserves were $1,405,000. For a discussion of alleged liabilities and
lawsuits see Part II - Item 1.

For  the six  months  ended  June  30,  2002,  cash of  $4,097,000  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 six 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 six  months  ended  June  30,  2001,  cash of  $2,997,000  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 assets 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
June 30, 2002. There are no material  commitments for capital expenditures as of
June  30,  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  material  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 for the Second Quarter and Six Months ended June 30, 2002

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 $1,059,000 or $0.02 per share and $1,766,000
or $0.04 per share for the second  quarter and six months  ended June 30,  2002,
respectively.  For the second  quarter and six months ended June 30,  2001,  the
Company  recorded net income of $65,935,000 or $1.43 per share and net income of
$65,416,000 or $1.42 per share  respectively.  The second quarter and six months
periods ended June 30, 2001 include  non-recurring other income representing the
reversal of the Withholding Obligation reserve.  Excluding this other income the
Company would have reported a net loss of $453,000 and $972,000,  for the second
quarter and six months ended June 30, 2001, respectively.

Compensation and benefits  increased  slightly to $867,000 and $1,798,000 in the
second quarter and six months ended June 30, 2002,  respectively,  compared with
$826,000 and $1,710,000 in respective  2001 periods.  The slight  increases were
principally the result of a higher level of benefit accruals.

Professional and outside services were $309,000 in the second quarter ended June
30,  2002,  and  $430,000  in the six months  ended June 30,  2002,  compared to
$326,000 and $391,000 in the respective  2001 periods.  The increase in the 2002
six month period is due to an increase in tax related professional fees.

<PAGE>

Occupancy  expenses  decreased to $19,000 and $41,000 in the second  quarter and
six months ended June 30, 2002,  respectively  compared with $44,000 and $67,000
in the respective  2001 periods  principally  due to the costs related to office
relocation  in the 2001  periods.  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  second  quarter  and six  months  ended  June 30,  2002
decreased to $189,000 and $381,000 respectively, from $782,000 and $1,313,000 in
the respective  2001 periods.  The decrease is principally  due to a significant
decrease in the yield on investments in 2002 as compared to the 2001 periods and
to a lesser extent a decrease in the average level of investments held.

Other  income  of  $71,000  for  the  second  quarter  ended  June  30,  2002 is
principally  attributable to rental income earned.  Other income of $350,000 for
the six month  period  ended  June  30,2002  is  principally  attributable  to a
collection of $205,000 on an investment previously written off and rental income
earned.  Other  income of $56,000 and  $99,000 in second  quarter and six months
ended June 30, 2001,  respectively,  is  attributable  to rental  income  earned
during the period of  building  ownership  and the  collection  of a  receivable
previously considered uncollectible.

As further  noted above the second  quarter and six month periods ended June 30,
2001 include a $66,388,000  Withholding  Obligation  reserve  reversal  which is
reflected as other income in the Consolidated Statement of Operations.

The income tax  provisions of $45,000 and $90,000 in the second  quarter and six
months ended June 30, 2002, respectively and $55,000 and $110,000 for the second
quarter and six months ended June 30, 2001,  respectively  periods 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.

<PAGE>

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 June 30, 2002 and December 31, 2001 with
maturity dates of less than one year consist of the following:
<TABLE>
<CAPTION>
<S>                                               <C>                 <C>              <C>              <C>
                                                               2002                                 2001
                                                         =================                   =================
                                                    Carrying            Fair            Carrying          Fair
                                                     Value              Value            Value            Value
(in thousands)                                     -----------        ---------        -----------      ---------


U.S. Treasury Bills.........................        $  39,734         $  39,736        $   40,232       $  40,245
                                                       =======          =======           =======         =======

Weighted average interest rate..............             1.72%                             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
June 30, 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 and in AmBase's  Quarterly  Report on
Form 10-Q for the  quarterly  period ending March 31, 2002 are  incorporated  by
reference  herein and the defined  terms set forth  below have the same  meaning
ascribed to them in those reports.  There have been no material  developments in
such legal proceedings, except as set forth below.

(a)  Marshall  Manley v. AmBase  Corporation.  Manley has filed an appeal to the
Second Circuit Court of Appeals.  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  filed its own motion for summary  judgment.  In July
2002 the  district  court  dismissed  the  Company's  complaint.  The Company is
presently reviewing its options.

Item 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Annual Meeting of  Stockholders  of the Company held on May 17, 2002, two
proposals were voted upon by the Company's  stockholders.  A brief discussion of
each proposal voted upon at the Annual Meeting and the number of votes cast for,
against, and withheld, as well as the number of abstentions to each proposal are
set forth below.

A vote was taken for the election of two Directors of the Company to hold office
for a three year term and until their respective successors shall have been duly
elected.  The  aggregate  number of shares of Common Stock voted in person or by
proxy for each nominee were as follows:

      Nominee                                     For               Withheld
================                              =========            =========
Richard A. Bianco                             42,733,140             445,027
John B. Costello                              42,733,811             444,356

There were no broker non-votes.

A vote was taken on the proposal to ratify the appointment of
PricewaterhouseCoopers LLP as the independent accountants for the Company for
the year ending December 31, 2002. The aggregate numbers of shares of Common
Stock voted in person or by proxy were as follows:

    For                         Against                   Abstain
 =========                     =========                 =========
 43,087,376                      54, 788                    36,003

There were no broker non-votes.

The foregoing  proposals are  described  more fully in the Company's  definitive
proxy statement,  filed with the Securities and Exchange Commission on March 28,
2002 pursuant to Section 14 (a) of the Securities  Act of 1934, as amended,  and
the rules and regulations promulgated thereunder.


<PAGE>


Item 6.       EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

      None

(b)   Reports on Form 8-K

      None






                                   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: July 26, 2002