AMENDMENT NO. 6 dated as of November 1, 2000 to the RIGHTS
                     AGREEMENT  dated as of  February  10,  1986,  between
                     AMBASE  CORPORATION,   a  Delaware  corporation  (the
                     "Company")   and  AMERICAN  STOCK  TRANSFER  &  TRUST
                     COMPANY a New York corporation,  as Rights Agent (the
                     "Rights Agent").

     WHEREAS  the  Company  and the Rights  Agent are  parties to a
Rights Agreement,  dated as of February 10, 1986, as amended by Amendment No. 1,
dated as of March 24,  1989,  Amendment  No. 2, dated as of November  20,  1990,
Amendment  No. 3, dated as of February  12, 1991,  Amendment  No. 4, dated as of
October 15, 1993 and Amendment No. 5 dated as of February 1, 1996 (collectively,
as amended the  "Rights  Agreement").  The Company and the Rights  Agent deem it
desirable  now to  amend  the  Rights  Agreement  as set  forth  herein.  Unless
otherwise  provided,  all capitalized terms shall have the same meaning ascribed
to them in the Rights Agreement.

     NOW THEREFORE,  in  consideration  of the mutual  promises and
covenants  contained  herein and in the Rights  Agreement,  the  parties  hereto
hereby agree as follows:

     1. The Section 7(a)(i) of the Rights Agreement be amended to read in its
entirety as follows:


     Section 7.  Exercise of Rights; Purchase Price; Expiration Date of
Rights; Certain Rights Null and Void.

        (a) The  registered  holder of any Right  Certificate  may  exercise the
        Rights evidenced thereby (except as otherwise  provided herein) in whole
        or in part at any time after the Distribution Date upon surrender of the
        Right Certificate,  with the form of election to purchase on the reverse
        side  thereof  duly  executed,  to the  Rights  Agent  at the  principal
        corporate trust office of the Rights Agent, together with payment of the
        then-current Purchase Price for each Common Share as to which the Rights
        are  exercised,  at or prior to the earlier of (i) the Close of Business
        on February 10, 2006 (the "Expiration  Date"), or (ii) the time at which
        the  Rights  are   redeemed  as  provided  in  Section  23  hereof  (the
        "Redemption Date").

    2. Except as expressly  modified hereby,  the Rights Agreement
shall  continue to govern the respective  rights and  obligations of the
parties hereto.

    IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment  No. 6 to the Rights  Agreement to be duly  executed and their
respective  corporate seals to be hereunto affixed and attested,  all as
of the day and year first above written.

                                                   AMBASE CORPORATION


        Attest:                                    By  /s/ John P. Ferrara
                                                       -------------------
                                                       John P. Ferrara
                                                       Vice President and
                                                       Chief Financial Officer
        By  /s/ Michael T. Carenzo
           ------------------------
           Michael T. Carenzo
           General Counsel and
           Secretary

        [SEAL]

                                                   AMERICAN STOCK TRANSFER &
                                                   TRUST COMPANY,as Rights Agent


         Attest:                                   By  /s/ Herbert J. Lemmer
                                                      -----------------------
                                                      Herbert J. Lemmer
                                                      Vice President


         By____________________________

          [SEAL]