UNITED STATES
                       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 September 30, 2003

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

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

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


     At September 30, 2003,  there were  46,158,519  shares  outstanding  of the
registrant's common stock, $0.01 par value per share.








<PAGE>



AmBase Corporation

Quarterly Report on Form 10-Q
September 30, 2003
<TABLE>
<CAPTION>
<S>                                                              <C>

TABLE OF CONTENTS                                                Page
                                                                ------

PART I - FINANCIAL INFORMATION

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

Item 2.      Management's Discussion and Analysis of
                   Financial Condition and Results of Operations.........11

Item 3.      Quantitative and Qualitative Disclosures About Market Risk..13

Item 4.      Controls and Procedures.....................................14

PART II - OTHER INFORMATION

Item 1.      Legal Proceedings...........................................15

Item 6.      Exhibits and Reports on Form 8-K............................16

Signatures...............................................................17

</TABLE>







<PAGE>

PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

                       AMBASE CORPORATION AND SUBSIDIARIES
                           Consolidated Balance Sheets
                      (in thousands, except for share amounts)
                                     (unaudited)
<TABLE>
<CAPTION>
<S>                                                                                  <C>                <C>

                                                                                     September 30,      December 31,
                                                                                         2003               2002
                                                                                      =========          =========

Assets:
Cash and cash equivalents.........................................................   $     2,806        $    4,918
Investment securities:
 Held to maturity (market value $18,387  and $18,260, respectively)...............        18,385            18,259
 Available for sale, carried at fair value .......................................           732               621
                                                                                        --------          --------
Total investment securities.......................................................        19,117            18,880
                                                                                        --------          --------
Accounts receivable...............................................................            2                109
Real estate owned:
  Land............................................................................        6,954              6,954
  Buildings and improvements......................................................       12,809             12,772
                                                                                        --------          --------
                                                                                         19,763             19,726
  Less:  accumulated depreciation.................................................         (350)              (104)
                                                                                       --------           --------
Real estate owned, net............................................................       19,413             19,622
Other assets......................................................................          293                127
                                                                                       --------           --------
Total assets......................................................................   $   41,631         $   43,656
                                                                                          =====              =====
Liabilities and Stockholders' Equity:
Liabilities:
Accounts payable and accrued liabilities..........................................   $     1,156        $    1,563
Supplemental retirement plan......................................................         8,861             7,608
Other liabilities.................................................................           251               293
Litigation reserves...............................................................         1,250             1,290
                                                                                         --------         --------
Total liabilities.................................................................        11,518            10,754
                                                                                         --------         --------
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............................................            35                22
Accumulated deficit...............................................................      (517,640)         (514,876)
Treasury stock, at cost - 176,488 and 126,488 shares, respectively................          (685)             (647)
                                                                                          --------        --------
Total stockholders' equity........................................................         30,113           32,902
                                                                                          --------        --------

Total liabilities and stockholders' equity........................................     $   41,631       $   43,656
                                                                                            =====            =====
</TABLE>


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

                       AMBASE CORPORATION AND SUBSIDIARIES
                      Consolidated Statements of Operations
                Third Quarter and Nine Months Ended September 30
                                   (Unaudited)
                      (in thousands, except per share data)
<TABLE>
<CAPTION>
<S>                                                   <C>               <C>                   <C>                  <C>
                                                          Third Quarter                             Nine Months

                                                        2003            2002                   2003                2002
                                                        ====            ====                   ====                ====
Revenues:
Rental income.......................................  $   615         $    83               $   1,846            $  228

Operating expenses:

Compensation and benefits........................          982            872                   3,036             2,670
Professional and outside services...............           270            431                     912               861
Property operating and maintenance............             158             33                     397                74
Depreciation........................................        83             16                     246                47
Insurance.............................................      37             15                      79                60
Other operating....................................         30             31                     111                93
                                                      --------         -------               --------           -------
                                                         1,560          1,398                   4,781             3,805
                                                      --------         -------               --------          --------

Operating loss.......................................     (945)        (1,315)                 (2,935)           (3,577)
                                                      --------         -------               ---------         --------

Interest income.......................................      71            189                     242               570
Realized gains on investment
    securities available for sale......................     12              -                      64                 -
Other income...........................................      -              -                       -               205
Write down of investments........................            -         (1,600)                      -            (1,600)
                                                      --------        --------                --------          -------
Loss before income taxes................................. (862)        (2,726)                 (2,629)           (4,402)
Income tax expense.................................        (45)           (44)                   (135)             (134)
                                                      --------       ---------               ---------           -------
Net loss..............................................$  ( 907)      $ (2,770)               $ (2,764)          $(4,536)
                                                         =====         ======                   =====             =====
Net loss per common share:

Net loss - basic......................................$  (0.02)      $  (0.06)               $  (0.06)          $  (0.10)
Net loss - assuming dilution........................     (0.02)         (0.06)                  (0.06)             (0.10)
                                                         =====          =====                   =====              =====
Weighted average common shares outstanding:

Basic...................................................46,159         46,209                  46,190             46,209
                                                         =====          =====                   =====             =====
Diluted................................................ 46,159         46,209                  46,190             46,209
                                                         =====          =====                   =====             =====

</TABLE>


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

<PAGE>

                       AMBASE CORPORATION AND SUBSIDIARIES
              Consolidated Statement of Comprehensive Income (Loss)
                Third Quarter and Nine Months Ended September 30
                                   (Unaudited)
                                 (in thousands)

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


                                                                          Third Quarter            Nine Months
                                                                        2003          2002       2003         2002
                                                                       ======        ======     ======       ======

Net loss...........................................................  $ (   907)    $ (2,770)   $ (2,764)     $ (4,536)

Unrealized holding gains on investment securities
     available for sale, net of tax effect of $0...................         73          (29)         64            (2)
                                                                      --------      --------    --------     ---------

Comprehensive loss.................................................  $ (   834)    $ (2,799)   $ (2,700)     $ (4,538)
                                                                     =========     ========    ========      ========
</TABLE>


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


<PAGE>

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

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


                                                                                           2003          2002
                                                                                           ====          ====
Cash flows from operating activities:
Net loss..........................................................................    $  (2,764)       $(4,536)
Adjustments to reconcile net loss to net cash used by operations:
    Depreciation and amortization.................................................          246             47
    Accretion of discount - investment securities.................................         (149)          (528)
     Realized gains on investment securities available for sale...................          (64)             -
Changes in other assets and liabilities:
    Write down of investments.....................................................            -          1,600
    Accounts receivable...........................................................          107              4
    Other assets..................................................................         (166)           (11)
    Accounts payable and accrued liabilities......................................         (407)        (2,095)
    Litigation and contingency reserves uses......................................          (40)          (118)
    Other liabilities.............................................................        1,211            589
Other, net........................................................................            -              8
                                                                                       --------       --------
Net cash used by operating activities.............................................       (2,026)        (5,040)
                                                                                       --------       --------
Cash flows from investing activities:
Maturities of investment securities - held to maturity............................       36,654         88,800
Purchases of investment securities - held to maturity.............................      (36,631)       (87,881)
Purchases of investment securities - available for sale...........................         (674)          (400)
Building improvements.............................................................          (38)             -
Sales of investment securities - available for sale...............................          641              8
                                                                                       --------       --------
Net cash (used) provided by investing activities..................................          (48)           527
                                                                                       --------       --------
Cash flows from financing activities:
Common stock repurchase...........................................................          (38)             -
                                                                                       --------       --------
Net cash used by financing activities.............................................          (38)             -
                                                                                       --------       --------
Net decrease in cash and cash equivalents.........................................       (2,112)        (4,513)
Cash and cash equivalents at beginning of period..................................        4,918          6,130
                                                                                       --------       --------
Cash and cash equivalents at end of period........................................    $   2,806         $1,617
                                                                                          =====          =====
Supplemental cash flow disclosures:
Income taxes paid.................................................................    $     155         $  157
                                                                                          =====          =====
</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 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, 2002.

     The  Company's  assets  currently   consist  primarily  of  cash  and  cash
equivalents,  investment  securities,  and real estate owned. The Company's main
source of operating  revenue is rental income  earned on real estate owned.  The
Company also earns  non-operating  revenue  principally  consisting  of interest
earned on investment  securities and cash equivalents.  The Company continues to
evaluate a number of possible acquisitions,  and is engaged in the management of
its  assets  and  liabilities,  including  the  contingent  assets  and  alleged
litigation 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  Company's  management  expects  that  operating  cash  needs  for  the
remainder of 2003 will be met principally by rental income received, the receipt
of non-operating  revenue consisting of interest income on investment securities
and cash equivalents, and the Company's current financial resources.

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 September 30, 2003, the litigation  reserves were  $1,250,000.  See
Part II - Item 1 - Legal  Proceedings,  for a discussion of the Company's  legal
proceedings including a discussion of 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>

                                             September 30, 2003                            December 31, 2002
                             ======================================           ======================================
                                               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..................  $ 18,385      $  18,385      $ 18,387           $ 18,259      $ 18,259        $ 18,260

Available for Sale:
Equity Securities.........         732            697           732                 621           599            621
                             ----------     ---------      --------           ---------     ---------       ---------
                             $  19,117     $   19,082     $  19,119           $  18,880     $  18,858       $ 18,881
                             ============  ==========     =========           =========     =========       ========
</TABLE>


     The gross unrealized gains on investment securities,  at September 30, 2003
and December 31, 2002 consist of the following:
<TABLE>
<CAPTION>
<S>                                                                                          <C>            <C>

(in thousands)                                                                               2003           2002
                                                                                           =======        ======
Held to Maturity:.
Gross unrealized gains............................................................        $     2         $    1
                                                                                          =======         ======
Available for Sale:
Gross unrealized gains.............................................................       $    35         $   22
                                                                                          =======         ======
</TABLE>


     The realized gain on the sale of investment  securities  available for sale
for the third quarter and nine months ended September 30, 2003, is as follows:
<TABLE>
<CAPTION>
<S>                                                                   <C>                                    <C>

                                                                        Third                                 Nine
(in thousands)                                                         Quarter                               Months
                                                                     =========                              =======
Net sale proceeds...........................................      $        311                        $         641
Cost basis..................................................              (299)                                (577)
                                                                  ------------                          -----------
Realized gain...............................................      $         12                        $          64
                                                                  ============                        =============
</TABLE>



<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 $33 million and $31 million as of  September  30, 2003 and December 31,
2002,   respectively,   arising   primarily  from  net  operating  loss  ("NOL")
carryforwards,  alternative  minimum  tax ("AMT")  credits  (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 current 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 "1992  Amended
Return").  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 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.
The IRS is currently  reviewing the Company's  1992 Amended Return in connection
with several carryback claims filed by the Company,  as further described below.
The Company can give no assurances  with regard to the 1992 Amended  Return,  or
amended  returns for subsequent  years, or the final amount or expiration of NOL
carryforwards ultimately generated from the Company's tax basis in Carteret.

     In March 2000, the Company 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,  based on the filing of the 1992 Amended  Return.  The  Carryback
Claims and the 1992 Amended  Return are currently  being reviewed by the IRS. In
April 2003, IRS examiners  issued a letter to the Company  proposing to disallow
the Carryback Claims. The Company has sought administrative review of the letter
by  protesting  to the  Appeals  Division of the IRS.  The Company is  currently
awaiting  review of an IRS appeals  officer.  The Company can give no assurances
that the  Carryback  Claims  will be  ultimately  allowed by the 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

     Based upon the Company's  federal  income tax returns as filed from 1993 to
2002 (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  September  30,  2003,  the  Company  has  NOL   carryforwards,   aggregating
approximately  $33.8 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.  Based on the filing of the Carryback  Claims,  as further discussed
above,  the  Company is seeking to realize  approximately  $8 million of the $21
million of AMT Credits.

Note 6 - Comprehensive Income (Loss)

     Comprehensive  income  (loss),  is composed of net income  (loss) and other
comprehensive  income  (loss)  which  includes  the change in  unrealized  gains
(losses) on investment securities available for sale, as follows:
<TABLE>
<CAPTION>
<S>                                           <C>             <C>                <C>               <C>
(in thousands)                                  Third Quarter Ended                 Nine Months Ended
                                                September 30, 2003                  September 30,2003
                                              ========================           ======================
                                           Unrealized          Accumulated     Unrealized        Accumulated
                                        Gains (Losses)               Other    Gains (Losses)           Other
                                        on Investment        Comprehensive    on Investment    Comprehensive
                                           Securities               Income       Securities           Income
                                        =============        =============    =============    =============

Balance beginning of period........     $          64        $         64     $         22     $         22

Reclassification adjustment for gains
        realized in net income.....               (20)                (20)             (35)             (35)

Change during the period...........                (9)                 (9)              48               48

                                              --------            --------       ----------        ---------
Balance end of period..............     $          35         $        35     $         35     $         35
                                              ========        ===========     ============     =============

(in thousands)                                 Third Quarter Ended                  Nine Months Ended
                                                September 30, 2002                 September 30, 2002
                                              =======================         =========================
                                            Unrealized         Accumulated     Unrealized        Accumulated
                                         Gains (Losses)              Other    Gains (Losses)           Other
                                         on Investment       Comprehensive    on Investment    Comprehensive
                                            Securities              Income       Securities           Income
                                         ==============      =============    =============    =============

Balance beginning of period........     $          27         $        27     $          -     $          -

Change during the period...........               (29)                (29)              (2)              (2)

                                              -------- .          --------          --------        --------
Balance end of period..............     $          (2)        $        (2)    $         (2)    $         (2)
                                              =========           ========          ========        ========
</TABLE>

<PAGE>

                       AMBASE CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

Note 7 - Property Owned

     The Company owns two office buildings in Greenwich,  Connecticut. The first
building  is  approximately  14,500  square  feet,  is  substantially  leased to
unaffiliated  third parties with a small amount  utilized by the Company for its
executive  offices.  The  second  building,   purchased  in  December  2002,  is
approximately  38,000  square  feet and is fully  leased to  unaffiliated  third
parties.

     The  buildings and  improvements  are carried at cost,  net of  accumulated
depreciation  of $268,000 and  $104,000 at  September  30, 2003 and December 31,
2002,  respectively.  Depreciation  expense is recorded on a straight-line basis
over 39 years.  Tenant  security  deposits of $191,000 at September 30, 2003 and
$226,000 at December 31, 2002, are included in other liabilities.

     Minimum rental revenue  attributable to operating leases is recognized when
earned and due from tenants.  Revenue from tenant  reimbursement  of common area
maintenance,  utilities and other operating expenses are recognized  pursuant to
the  tenant's   lease.   The  effects  of  scheduled  rent  increases  and  rent
concessions, if any, are presented on a straight line basis over the term of the
lease.

     Included in property operating and maintenance are expenses for common area
maintenance,  utilities,  real  estate  taxes and other  reimbursable  operating
expenses,  which  have not been  reduced  by  amounts  reimbursable  by  tenants
pursuant to applicable lease agreements.

<PAGE>
                       AMBASE CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

Note 8 - Stock Based Compensation

     The Company  adopted the disclosure  requirements  of Financial  Accounting
Standards  Board,   Statement  of  Financial   Accounting   Standards  No.  123,
"Accounting for  Stock-Based  Compensation"  ("Statement  123") and continues to
account  for stock  compensation  using APB Opinion  25,  "Accounting  for Stock
Issued to  Employees"  ("APB 25"),  making pro forma  disclosures  of net income
(loss)  and  earnings  per  share as if the fair  value  based  method  had been
applied.  No compensation  expense,  attributable to stock incentive  plans, has
been charged to earnings.

     The Black-Scholes  option pricing model was used to estimate the fair value
of the  options at date of grant  based on various  factors  including  dividend
yield, stock price volatility, interest rates, and expected life of options.

     The  Black-Scholes   option  valuation  model  was  developed  for  use  in
estimating the fair value of traded options,  which have no vesting restrictions
and are fully  transferable.  In addition,  option  valuation models require the
input of highly  subjective  assumptions  including  the  expected  stock  price
volatility.  Because the Company's  employee stock options have  characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate,  and
given the  substantial  changes in the price per share of the  Company's  Common
Stock, in management's opinion, the existing models do not necessarily provide a
reliable single measure of the fair value of its employee stock options.

     For  purposes of pro forma  disclosures,  the  estimated  fair value of the
options is amortized to expense over the options' vesting period. If the Company
had elected to recognize  compensation  cost for stock options based on the fair
value at date of grant for stock options,  consistent with the method prescribed
by Statement  123,  net loss and net loss per share,  would have been changed to
the pro forma amounts indicated below.
<TABLE>
<CAPTION>
<S>                                              <C>             <C>                <C>              <C>
                                                      Third Quarter Ended                 Nine Months Ended
                                                 September 30,   September 30,      September 30,    September 30,
(in thousands, except per share data)                2003            2002               2003             2002
                                                  ===========    =============      =============    =============
Net loss:
As reported....................................  $    (  907)    $     (2,770)      $     (2,764)    $     (4,536)
Deduct: pro forma stock based compensation expense for
    stock options pursuant to Statement 123....          (26)             (54)               (78)            (162)
                                                 ------------    -------------      -------------    --------------
Pro forma                                        $    (  933)    $     (2,824)      $     (2,842)    $     (4,698)
                                                 ============    =============      =============    ==============
Net loss per common share:
Basic - as reported............................  $     (0.02)    $      (0.06)      $      (0.06)    $      (0.10)
Basic - pro forma..............................        (0.02)           (0.06)             (0.06)           (0.10)
Assuming dilution - pro forma .................        (0.02)           (0.06)             (0.06)           (0.10)
Assuming dilution - pro forma .................        (0.02)           (0.06)             (0.06)           (0.10)
                                                 ============    =============      =============     ============
</TABLE>


     Options to purchase  1,125,000 shares of common stock for the third quarter
and nine months ended  September 30, 2003, and 1,170,000  shares of common stock
for the third quarter and nine months ended  September  30, 2002,  were excluded
from the  computation  of diluted  earnings per share because these options were
antidilutive.

<PAGE>

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 Part I - Item I,
herein.

FINANCIAL CONDITION

     The  Company's   assets  at  September  30,  2003  aggregated   $41,631,000
consisting  principally of cash and cash  equivalents of $2,806,000,  investment
securities of $19,117,000 and real estate owned of $19,413,000. At September 30,
2003, the Company's liabilities,  including reserves for litigation liabilities,
described in Part II - Item 1, aggregated $11,518,000. Total stockholders equity
was $30,113,000.

     The  liability  for the  supplemental  retirement  plan (the  "Supplemental
Plan"),  which is accrued but not funded,  increased to  $8,861,000 at September
30, 2003 from $7,608,000 at December 31, 2002. The  Supplemental  Plan liability
reflects the  actuarially  determined  accrued  pension costs in accordance with
GAAP.  The  increased  liability  is the result of  additional  accrued  service
vesting and interest cost on the liability.  The Supplemental  Plan liability is
further  affected by changes in  discount  rates and  experience  which could be
different from that assumed.

     For the nine months ended  September 30, 2003,  cash of $2,026,000 was used
by  operations,  including  the  payment of prior year  accruals  and  operating
expenses,  partially offset by the receipt of rental income and interest income.
The cash needs of the Company  for the first nine months of 2003 were  satisfied
by the  receipt  of  rental  income,  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 2003.

     For the nine months ended  September 30, 2002,  cash of $5,040,000 was used
by  operations,  including  the  payment of prior year  accruals  and  operating
expenses partially offset by the receipt of interest and rental income.

     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.
Management  of  the  Company  in   consultation   with  outside  legal  counsel,
continually  reviews the likelihood of liability and associated costs of pending
and threatened  litigation.  At September 30, 2003, the litigation reserves were
$1,250,000.  For a discussion of alleged liabilities,  lawsuits and proceedings,
including  the  Supervisory  Goodwill  litigation  see  Part II - Item 1 - Legal
Proceedings.

     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.

The Company owns two office buildings in Greenwich, Connecticut. The first
building is approximately 14,500 square feet, is substantially leased to
unaffiliated third parties with a small amount utilized by the Company for its
executive offices. The second building, purchased in December 2002, is
approximately 38,000 square feet and is fully leased to unaffiliated third
parties.

     During June 2003, the Company  repurchased 50,000 shares of common stock at
a purchase  price of $0.75 per share,  pursuant to its common  stock  repurchase
plan. There are no material commitments for capital expenditures as of September
30, 2003. Inflation has had no material impact on the business and operations of
the Company.

<PAGE>

     Results of Operations for the Third Quarter and Nine Months ended September
30, 2003 vs. the Third Quarter and Nine Months Ended September 30, 2002

     The Company's  main source of operating  revenue is rental income earned on
real estate  owned.  The Company  also earns  non-operating  revenue  consisting
principally  of  interest  income  earned  on  investment  securities  and  cash
equivalents.  The Company's management expects that operating cash needs for the
remainder of 2003 will be met  principally  by rental  income and the receipt of
non-operating  revenue  consisting  of  interest  income  earned  on  investment
securities and cash equivalents, and the Company's current financial resources.

     The  Company  recorded  a net loss of  $907,000  or  $0.02  per  share  and
$2,764,000  or $0.06  per  share for the third  quarter  and nine  months  ended
September 30, 2003, respectively.

     For the third quarter and nine months ended  September 30, 2002 the Company
recorded a net loss of $2,770,000 or $0.06 per share and $4,536,000 or $0.10 per
share,  respectively.  The third quarter and nine months periods ended September
30,  2002,  include  a charge  of  $1,600,000  to  reflect  a write  down of the
Company's investments in AMDG and SDG, as further described below.

     For the third quarter and nine months ended  September 30, 2003 the Company
earned  rental  income  from  real  estate  owned  of  $615,000  and  $1,846,000
respectively, as compared to $83,000 and $228,000 for the third quarter and nine
months ended September 30, 2002, respectively.  The increase in the 2003 periods
reflects increased rental income as a result of the ownership of a 38,000 square
foot office building purchased in December 2002.

     Compensation  and benefits  increased to $982,000 in the third  quarter and
$3,036,000 in the nine months ended September 30, 2003,  respectively,  compared
with $872,000 and $2,670,000 in the respective 2002 periods.  The increases were
principally the result of a higher level of benefit accruals.

     Professional  and  outside  services  decreased  to  $270,000  in the third
quarter  ended  September  30, 2003,  compared to $431,000 for the third quarter
ended  September  30,  2002.  The  decrease in the third  quarter  period is due
primarily  to  legal  fees  incurred  in the  2002  period  for  an  arbitration
proceeding. For the nine month period ended September 30, 2003, professional and
outside  services  increased to $912,000  from $861,000 in the  respective  2002
period.  The increase in the 2003 nine month period is due to increases in legal
fees principally relating to the SDG litigation proceeding.

     Property operating and maintenance  expenses were $158,000 and $397,000 for
the third  quarter and nine  months  ended  September  30,  2003,  respectively,
compared to $33,000 and $74,000 in the respective  2002 periods.  The 2003 third
quarter and nine month  periods  includes  expenses  relating to a 38,000 square
foot building purchased in 2002. The lower expenses in 2002 compared to 2003 are
due to the respective 2002 periods  reflecting  property  ownership expenses for
the 14,500  square  foot  building  only.  Property  operating  and  maintenance
expenses have not been reduced by tenant reimbursements.

     Depreciation increased in the third quarter and nine months ended September
30, 2003, to $83,000 and $246,000, respectively, from $16,000 and $47,000 in the
third  quarter  and nine  months  ended  September  30,  2002,  as a  result  of
depreciation expense for the building purchased in December 2002.

     Interest  income in the third  quarter and nine months ended  September 30,
2003, decreased to $71,000 and $242,000 respectively from $189,000 and $570,000,
in the respective  2002 periods.  The decreases are  principally  due to a lower
level of investments  held during the 2003 period as a result of the real estate
investment  in  December   2002.  The  decrease  to  a  lesser  extent  is  also
attributable  to  continued  decrease  in the  yield on  investments  in 2003 as
compared to the comparable 2002 periods.

     Other income of $205,000 for the nine months  ended  September  30, 2002 is
attributable to the collection of an investment previously written off.

     Write down of investments in the third quarter and nine month periods ended
September 30, 2002,  reflects the Company's write down of its investments in SDG
and AMDG of $1,250,000  and  $350,000,  respectively.  The Company  recorded the
write down in September 2002, in connection  with the ongoing  evaluation of its
investments,  and the determination that the value of its investments in SDG and
AMDG had been  other  than  temporarily  impaired.  See Part II - Item 1 - Legal
Proceedings,  for  further  information  with  regard to the  legal  proceedings
relating to SDG and AMDG. The Company will continue to monitor the status of its
SDG and AMDG  investments  and vigorously  pursue  recovery of its legal claims.
However,  there can be no assurance that the Company will be able to recover all
of any part of its investment in these companies.

     The income tax provisions of $45,000 and $135,000 for the third quarter and
nine months ended  September  30,  2003,  and $44,000 and $134,000 for the third
quarter  and nine months  ended  September  2002,  respectively,  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.

     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 Securities  Exchange Act of 1934, as amended,  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  occupancy  rates or real estate  value;  (v)
changes  in  regulatory  requirements  which  could  affect  the  cost of  doing
business;  (vi)  general  economic  conditions;  (vii)  changes  in the  rate of
inflation and the related  impact on the securities  markets;  (viii) changes in
federal and state tax laws; and (ix) 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.

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 September 30, 2003 and December
31, 2002 with maturity dates of less than one year consist of the following:
<TABLE>
<CAPTION>
<S>                                                <C>           <C>          <C>               <C>


                                                          2003                          2002
                                                   ====================       =========================
                                                   Carrying       Fair        Carrying           Fair
                                                    Value        Value         Value             Value
(in thousands)                                     --------      -----        --------           ------

U.S. Treasury Bills.........................    $   18,337    $  18,387       $ 18,259         $ 18,260
                                                ==========    =========       ========         ========
Weighted average interest rate..............          1.03%                       1.24%
                                                ==========                    ========
</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.

ITEM 4.  CONTROLS AND PROCEDURES

     The Company maintains  disclosure controls and procedures that are designed
to ensure that  information  required to be disclosed in the Company's  Exchange
Act reports is recorded,  processed,  summarized  and  reported  within the time
periods  specified in the SEC's rules and forms,  and that such  information  is
accumulated and  communicated to the Company's  management,  including its Chief
Executive Officer and Chief Financial Officer,  as appropriate,  to allow timely
decisions  regarding required  disclosure based on the definition of "disclosure
controls and  procedures"  in Rule  13a-15(e).  In designing and  evaluating the
disclosure controls and procedures,  management recognized that any controls and
procedures,  no  matter  how  well  designed  and  operated,  can  provide  only
reasonable assurance of achieving the desired control objectives, and management
necessarily  was required to apply its judgment in evaluating  the  cost-benefit
relationship  of  possible  controls  and  procedures.  Also,  the  Company  has
investments in certain unconsolidated  entities. As the Company does not control
or manage  these  entities,  its controls  and  procedures  with respect to such
entities are necessarily substantially more limited than those it maintains with
respect to its consolidated subsidiaries.

     The Company  carried out an evaluation,  under the supervision and with the
participation  of  the  Company's  management,  including  the  Company's  Chief
Executive   Officer  and  the  Company's   Chief  Financial   Officer,   of  the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures as of September 30, 2003.  Based on the foregoing,  the Company's
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures were effective.

     There  have  been  no  changes  in the  Company's  internal  controls  over
financial reporting that have materially  affected,  or are reasonably likely to
materially  affect the internal  controls over  financial  reporting  during the
quarter ended September 30, 2003.

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

     Copies of Quarterly  reports on Form 10-Q,  Annual Reports on Form 10-K and
Proxy  Statements can also be obtained  directly from the Company free of charge
by sending a request to the Company by mail as follows:

         AmBase Corporation
         100 Putnam Green, 3rd Floor
         Greenwich, CT  06830
         Attn:  Shareholder Services

     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.  Materials  filed  with the SEC may also be read or  copied  by
visiting the SEC's Public Reference Room, 450 Fifth Street, NW,  Washington,  DC
20549. Information on the operation of the Public Reference Room may be obtained
by calling 1-800-SEC-0330.

PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

     The information  contained in Item 8 - Note 10 in AmBase's Annual Report on
Form 10-K for the year ended  December 31, 2002,  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.

     The Company is or has been a party in a number of lawsuits or  proceedings,
including the following:

     (a) Marshall Manley v. AmBase Corporation. In July 2003, the Second Circuit
issued a written  decision  denying  all of  Manley's  claims  in his  Notice of
Appeal.  On August 19, 2003, the Second Circuit issued its mandate rejecting the
appeal.  Manley has neither  petitioned  the Second  Circuit for  rehearing  nor
petitioned the United State Supreme Court for a Writ of Certiorari to review the
Second Circuit's decision. Manley has until November 19, 2003, to petition for a
Writ of  Certiorari.  The Company  does not expect  Manley to file a  Certiorari
petition, but intends vigorously to oppose the petition in the event that Manley
does so petition. No assurance can be given regarding whether Manley will file a
petition for a Writ of  Certiorari,  whether the United State Supreme Court will
grant  review  of the  Second  Circuit's  decision  if  Manley  does file such a
petition,  or the ultimate  outcome with regard to this matter should the United
States Supreme Court grant review of the Second Circuit's decision.

     (b)  Supervisory  Goodwill  Litigation.  On August 25,  2003,  the Court of
Federal  Claims (the  "Court")  issued a decision in which it (i) ruled that the
Government had entered into and breached its supervisory goodwill contracts with
the Company's wholly-owned subsidiary,  Carteret Savings Bank ("Carteret"); (ii)
rejected the Company's  claim that it was entitled to recover  damages  directly
from the Government under the Takings Clause for the loss of Carteret; and (iii)
rejected the Company's  claim that the Government had "illegally  exacted" $62.5
million  that the Company  paid into  Carteret  subsequent  to the  Government's
breach of the Goodwill contracts.  Specifically, the Court held that the Company
could not recover  damages under the Takings Clause because it could be restored
to the  position  it was in  before  the  breach  through  Carteret's  breach of
contract action.

     On September  17, 2003,  the Company filed a Motion to Dismiss The FDIC And
To Define The Appropriate  Measure of Carteret's  Contract Damages. On September
30, 2003, the FDIC, as  plaintiff-intervenor in the case, and the United States,
as  defendant  in the case,  each filed a  separate  response  to the  Company's
motion.  On October  1, 2003,  the Court  held a  telephonic  status  conference
pursuant to an order set forth in the August 25, 2003 Opinion.

     Pursuant to that status  conference,  the Court  ordered that through their
additional  briefing on the  Company's  Motion to Dismiss the FDIC and to Define
the  Appropriate  Measure of  Carteret's  Contract  Damages  (i.e.,  through the
Company's  reply brief and the surreply brief granted to the FDIC and the United
States), the parties should address the following question:  "whether this Court
has the power to review the amount of the  receivership  deficit as administered
by the  FDIC." In an Order  dated  October  16,  2003,  the Court  modified  the
briefing  schedule  such that the  Company  filed its reply brief as required on
October 31, 2003,  and the surreply  brief of the FDIC and the United  States is
due November 13, 2003.  In  addition,  the Court  ordered oral  argument on this
issue for November 20, 2003, at 2 p.m.

     Both the Court of Federal  Claims and the Court of Appeals  for the Federal
Circuit have  continued to issue  decisions in cases that involve claims against
the United States based upon its breach of its  contracts  with savings and loan
institutions through its 1989 enactment of FIRREA. The Trial court and appellate
decision in  California  Federal as well as other case  decisions  are  publicly
available,  may be relevant to the  Company's  claims,  but are not  necessarily
indicative of the ultimate outcome of the Company's actions.

     No assurance can be given regarding the ultimate outcome of the litigation.

     (c) Litigation with SDG, Inc. - A trial in this matter was completed during
May 2003 and both parties  submitted  post trial briefs during August 2003.  The
Court has not yet made a ruling. The Company will continue to monitor the status
of SDG and its  subsidiary,  AMDG,  Inc.  ("AMDG"),  and  vigorously  pursue the
matter.

(d) Other.

     AmBase  Corporation v. City Investing Company  Liquidating  Trust, et al. -
New York Court Action. On September 10, 2003, the Company  petitioned the United
States  Supreme  Court for a Writ of  Certiorari  seeking  review of the  Second
Circuit's  decision.  On October 15, 2003, the Trust filed its opposition to the
Company's  petition.  On October 27, 2003,  the Company  filed it's reply to the
Trust's  opposition.  No  assurance  can be given  regarding  whether the United
States Supreme Court will grant review of the Second  Circuit's  decision or the
ultimate outcome with regard to this matter.

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

None.

Item 6.       EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

      Exhibit 31.1 Rule 13a-14(a) Certification of Chief Executive Officer
      Exhibit 31.2 Rule 13a-14(a) Certification of Chief Financial Officer
      Exhibit 32.1 Section 1350 Certification of Chief Executive Officer Exhibit
      32.2 Section 1350 Certification of Chief Financial Officer

(b) Form 8-K

     Registrant filed one Current Report on Form 8-K prior to the filing of this
Form 10-Q for the quarter ended September 30, 2003 as follows:

     Date                Event Reported
     ----                --------------
     August 26, 2003     U.S. Court of Federal Claims  decision in the
                         Company's Supervisory Goodwill case.


<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



/s/  John P. Ferrara
------------------------------------------------------

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


Date:  November 12, 2003