FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                   For the quarterly period ended March 31, 2001

          [  ]  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.)

                          51 WEAVER STREET, BUILDING 2
                       GREENWICH, CONNECTICUT 06831-5155

                (Address of principal executive offices)     (Zip Code)

                                 (203) 532-2000

                 (Registrant's telephone number, including area code)

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

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

At March 31, 2001, there were 46,208,519 shares of registrant's common stock,
$0.01 par value per share, outstanding, excluding 126,488 treasury shares.

<PAGE>

AmBase Corporation

Quarterly Report on Form 10-Q
March 31, 2001
<TABLE>
<CAPTION>
CROSS REFERENCE SHEET FOR
PARTS I and II                                                                                                 Page
                                                                                                             ------
<S>          <C>                                                                                                <C>

PART I - FINANCIAL INFORMATION

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

Item 2.      Management's Discussion and Analysis of
                   Financial Condition and Results of Operations..................................................7

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

PART II - OTHER INFORMATION

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

Item 2.      Changes in Securities and Use of Proceeds...........................................................11

Item 3.      Defaults Upon Senior Securities.....................................................................11

Item 4.      Submission of Matters to a Vote of Security Holders.................................................11

Item 5.      Other Information...................................................................................11

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

</TABLE>

<PAGE>

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                       AMBASE CORPORATION AND SUBSIDIARIES
                      Consolidated Statements of Operations
                           Three Months Ended March 31
                                   (Unaudited)
                       (in thousands, except per share data)

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

                                                                                               First Quarter
                                                                                           2001             2000
                                                                                           ====             ====
Operating expenses:
Compensation and benefits.......................................................    $       938      $       939
Professional and outside services...............................................            206              290
Insurance.......................................................................             12               14
Occupancy.......................................................................             25               24
Other operating.................................................................             34               36
                                                                                       --------         --------
                                                                                          1,215            1,303
                                                                                       --------         --------
Operating loss..................................................................         (1,215)          (1,303)
                                                                                       --------         --------
Interest income.................................................................            706              582
Other income....................................................................             50               50
                                                                                       --------         --------
Loss before income taxes........................................................           (459)            (671)
Income tax expense..............................................................            (55)             (55)
                                                                                       --------         --------
Net loss........................................................................    $      (514)     $      (726)
                                                                                          =====            =====
Earnings per common share:
Net loss - basic................................................................    $     (0.01)     $     (0.02)
Net loss - assuming dilution....................................................          (0.01)           (0.02)

                                                                                          =====            =====

Average shares outstanding......................................................         46,209           46,190
                                                                                          =====            =====
</TABLE>

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

<PAGE>
                       AMBASE CORPORATION AND SUBSIDIARIES
                           Consolidated Balance Sheets
                                  (in thousands)

<TABLE>
<CAPTION>

<S>                                                                                  <C>                <C>
                                                                                      March 31,        December 31
                                                                                           2001               2000
                                                                                    (unaudited)
                                                                                       ========          =========
Assets
Cash and cash equivalents.........................................................   $      762         $    4,844
Investment securities - held to maturity (market
value $49,109 and $46,595, respectively)..........................................       48,983             46,547
Investment in SDG, Inc. at cost...................................................        1,250              1,250
Other assets......................................................................          435                461
                                                                                       --------           --------

Total assets......................................................................   $   51,430         $   53,102
                                                                                          =====              =====
Liabilities and Stockholders' Equity
Liabilities:
Accounts payable and accrued liabilities..........................................   $      637         $    1,889
Supplemental retirement plan......................................................        6,195              6,033
Postretirement welfare benefits...................................................        1,019              1,053
Other liabilities.................................................................           90                 90
Litigation and contingency reserves...............................................        1,713              1,746
Withholding issue reserve.........................................................       66,388             66,388
                                                                                       --------           --------
Total liabilities.................................................................        76,042            77,199
                                                                                       --------           --------
Commitments and contingencies.....................................................           --                 --
                                                                                       --------           --------
Stockholders' equity:
Common stock......................................................................          463                463
Paid-in capital...................................................................      547,940            547,940
Accumulated deficit...............................................................     (572,368)          (571,853)
Treasury stock....................................................................         (647)              (647)
                                                                                       --------           --------
Total stockholders' equity........................................................      (24,612)           (24,097)
                                                                                       --------           --------

Total liabilities and stockholders' equity........................................   $   51,430         $   53,102
                                                                                          =====              =====
</TABLE>

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

<PAGE>

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

<S>                                                                                  <C>                  <C>

                                                                                           2001               2000
                                                                                           ====               ====
Cash flows from operating activities:
Net loss..........................................................................    $    (514)          $   (726)
Adjustments to reconcile net loss to net cash provided (used) by operations:
Other assets......................................................................           23                 15
Accounts payable and accrued liabilities..........................................       (1,252)            (1,297)
Litigation and contingency reserves uses..........................................          (33)               (31)
Accretion of discount - investment securities.....................................         (689)              (577)
Other, net........................................................................          130                 74
                                                                                       --------           --------
Net cash used by operating activities.............................................       (2,335)            (2,542)
                                                                                       --------           --------
Cash flows from investing activities:
Maturities of investment securities - held to maturity............................       10,740             61,300
Purchases of investment securities - held to maturity.............................      (12,487)           (60,745)
                                                                                       --------           --------
Net cash provided (used) by investing activities..................................       (1,747)               555
                                                                                       --------           --------
Cash flows from financing activities:
Stock options exercised...........................................................          --                 153
                                                                                       --------           --------
Net cash provided by financing activities.........................................          --                 153
                                                                                       --------           --------
Net decrease in cash and cash equivalents.........................................       (4,082)            (1,834)
Cash and cash equivalents at beginning of period..................................        4,844              2,646
                                                                                       --------           --------
Cash and cash equivalents at end of period........................................    $     762            $   812
                                                                                          =====              =====
Supplemental cash flow disclosures:
Income taxes paid.................................................................    $      66          $      49
                                                                                          =====              =====
</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 of normal recurring adjustments, necessary for a fair presentation 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 generally  accepted
accounting  principles  ("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 accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going  concern.  Substantial  contingent and
alleged  liabilities  exist  against the Company  through  certain  lawsuits and
governmental proceedings;  see Part II - Item 1. These factors raise substantial
doubt about the Company's ability to continue as a going concern.  The financial
statements  do not  include  adjustments  to the  carrying  value of assets  and
liabilities,  which  might be  necessary  should the  Company  not  continue  in
operation.  In order to  continue on a long-term  basis,  the Company  must both
resolve its  contingent and alleged  liabilities by prevailing  upon or settling
these claims for less than the amounts claimed and generate profits by acquiring
existing  operations and/or by developing new operations.  The Company continues
to evaluate a number of possible acquisitions,  and is engaged in the management
of its remaining  assets and  liabilities,  including the contingent and alleged
liabilities,  as  described  in  Part  II -  Item  1.  The  Company  intends  to
aggressively  contest all pending and  threatened  litigation  and  governmental
proceedings, 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, 2000.

The  Company's  main  source of  non-operating  revenue  is  interest  earned on
investment  securities and cash equivalents.  The Company's  management  expects
that operating  cash needs for the remainder of 2001 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.

Note 2 - Legal Proceedings

The Company has  significant  alleged  liabilities and is a defendant in certain
lawsuits and governmental proceedings,  the ultimate outcome of which could have
a material adverse effect on its financial  condition and results of operations.
Because of the nature of the  contingent  and alleged  liabilities  described in
Part II - Item 1, and the inherent  difficulty in predicting  the outcome of the
litigation and governmental proceedings, management is unable to predict whether
the Company's recorded reserves will be adequate or its resources  sufficient to
satisfy  its  ultimate  obligations.  The  accompanying  consolidated  financial
statements do not include any adjustments  that might result from the outcome of
these  uncertainties.  Although the basis for the  calculation of the litigation
and  contingency  reserves  and the  withholding  issue  reserve  are  regularly
reviewed by the Company's  management and outside legal counsel,  the assessment
of these  reserves  includes an exercise of judgment and is a matter of opinion.
At March 31, 2001, the litigation and contingency  reserves,  other than for the
withholding  issue,  were $1,713,000.  For a discussion of alleged  liabilities,
lawsuits and governmental proceedings, see Part II - Item 1.

In  addition  to the  litigation  and  contingency  reserves,  the Company has a
withholding  obligation  reserve of $66,388,000 at March 31, 2001. For a further
discussion,  see  Item 2 -  Financial  Condition  and  Part  II - Item 1 - Legal
Proceedings,  Dispute with Internal Revenue Service over Withholding Obligations
(Netherlands Antilles).

See Part II - Item 1 - Legal Proceedings, for a discussion of Supervisory
Goodwill Litigation.

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


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.

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 - held to maturity at March 31, 2001 and December 31, 2000
consist of the following:
<TABLE>
<CAPTION>

                                           March 31, 2001                                 December 31, 2000
                             =======================================          =======================================
<S>                          <C>            <C>            <C>               <C>            <C>              <C>
                                                            Cost or                                            Cost or
                              Carrying      Amortized          Fair           Carrying        Amortized           Fair
(in thousands)                   Value           Cost         Value              Value           Cost            Value
                                ======      =========         ======             ======        ========         ======

U.S. Treasury Bills          $ 48,983        $ 48,983      $  49,109         $  46,547       $ 46,547        $  46,595
                               ======          ======         ======            ======         ======           ======
</TABLE>

The gross unrealized gains on investment securities was $126,000 gain at March
31, 2001 and $48,000 gain at December 31, 2000.

Other investment securities consist of convertible preferred and/or common stock
in AMDG, Inc., which were purchased through private  placements,  are classified
as other  assets,  and are  carried at cost  which  approximates  market  value;
$350,000 at March 31, 2001 and December 31, 2000.
<PAGE>
                       AMBASE CORPORATION AND SUBSIDIARIES
              Notes to Consolidated Financial Statements (continued)

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, unless a greater than 50% probability  exists that the tax benefits will not
actually be realized  sometime in the future.  The Company has  calculated a net
deferred  tax asset of $27 million as of March 31, 2001 and  December  31, 2000,
arising  primarily  from net operating loss ("NOL")  carryforwards,  alternative
minimum tax 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 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 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 not making the 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 recent filing
of its  amended  1992  consolidated  federal  income tax  return to include  the
federal  income tax effects of Carteret  FSB,  approximately  $56 million of NOL
carryforwards  are  generated  for tax year 1992 which expire in 2007,  with the
remaining  approximate  $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 1999
(subject to IRS audit adjustments), and excluding the NOL carryfowards generated
from the Company's tax basis in Carteret/Carteret  FSB, as noted above, at March
31,  2001  the  Company  has NOL  carryforwards  aggregating  approximately  $18
million,  available  to reduce  future  federal  taxable  income which expire if
unused  beginning in 2009.  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  alternative  minimum  tax  credit  carryforwards,  which are not  subject to
expiration.

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


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

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

FINANCIAL CONDITION

The  Company's  assets  at March  31,  2001  aggregated  $51,430,000  consisting
principally of cash and cash  equivalents of $762,000 and investment  securities
of $48,983,000. At March 31, 2001, the Company's liabilities, including reserves
for contingent and alleged  liabilities,  as further described in Part II - Item
1, exceeded total recorded assets by $24,612,000.

In  connection  with the  liquidation  of City  Investing  Company  ("City") the
Company,  among others,  contractually  assumed certain tax liabilities of City,
which, prior to September 1985, owned all the outstanding shares of Common Stock
of the Company.  Other liabilities were assumed by, among others, City Investing
Company Liquidating Trust (the "Trust").  For all periods through 1992, the only
issue that  remains in dispute  between  City and the IRS is with respect to the
withholding  obligations  in  connection  with a  Netherlands  Antilles  finance
subsidiary of City (the "Withholding Issue").

With respect to the Withholding Issue, in connection with a Netherlands Antilles
finance  subsidiary  of City,  on May 11,  1995,  the IRS  issued  a  Notice  of
Deficiency for the  withholding  of tax on interest  payments for the years 1979
through 1985. In the Notice of  Deficiency,  the IRS contends that City's wholly
owned  Netherlands  Antilles  finance  subsidiary  should be disregarded for tax
purposes.  The  Company,  on  behalf  of City,  vigorously  contested  the IRS's
position in accordance with the IRS's internal  appeals  procedures.  In January
1992,  the National  Office of the IRS issued  technical  advice  supporting the
auditing agent's position.  In October 1992, the Company appealed this technical
advice to the National  Office.  The National Office advised the Company that it
expected to issue technical  advice  supporting the auditing  agent's  position,
whereupon  the Company  advised the IRS that it was  withdrawing  its  technical
advice request.

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

On June 30, 1995, the Company, on behalf of City, filed a petition in the United
States Tax Court ("Tax  Court")  contesting  the Notice of  Deficiency.  The IRS
filed its answer on August 23,  1995.  The  Company  filed a motion for  summary
judgment in its favor on February 13, 1996.  On April 17, 1996,  the IRS filed a
Notice of Objection to the Company's motion for summary judgment.  The Tax Court
requested,  and the Company filed,  on July 3, 1996, a reply to the IRS's Notice
of Objection.  On September 19, 1996, the Court denied the Company's  motion for
summary judgment without prejudice.  Based on the Tax Court's examination of the
record and the status of the discovery  process,  the Tax Court  concluded  that
summary adjudication at that time was inappropriate.  The Tax Court directed the
parties to engage in full and complete discovery as expeditiously as possible. A
trial was held in this case on March 24,  1997,  after which the Judge asked the
IRS and the Company to submit post-trial briefs, which were submitted to the Tax
Court in August  1997.  If the IRS were to prevail on this  issue,  the  Company
could be liable for City's withholding obligation plus interest in excess of the
Company's financial resources. A significant factor in determining the amount of
the  Company's  ultimate  liability  for this issue is whether  pursuant  to the
contractual  arrangement  between the Company and City, the Company is primarily
liable for the withholding obligation and interest. See Part II - Item 1 - Legal
Proceedings,  AmBase Corporation v. City Investing Company  Liquidating Trust et
al. for further information.

In a case dealing with a similar withholding issue, the Tax Court ruled in favor
of the taxpayer,  Northern Indiana Public Service Co. ("Northern  Indiana"),  in
November 1995. The Tax Court rejected the IRS's contention that interest paid to
Northern  Indiana's foreign  subsidiary was subject to United States withholding
of tax. The IRS appealed this decision  (Northern  Indiana Public Service Co. v.
Commissioner)  to the United  States  Court of Appeals for the 7th Circuit  (the
"Appeals Court"). In June 1997 the Appeals Court affirmed the Tax Court's ruling
in favor of  Northern  Indiana.  Although  the  Appeals  Court  decision  in the
Northern Indiana case could be beneficial to the case involving City , it is not
necessarily  indicative  of the ultimate  result of the final  settlement of the
Netherlands Antilles issue involving City.

Based on an evaluation of the IRS's contention,  counsel has advised the Company
that, although the outcome in litigation can by no means be assured, the Company
has a very strong case and should prevail. Notwithstanding counsel's opinion and
the Tax Court's ruling in the Northern  Indiana case, it is not possible at this
time to determine the final  disposition of this issue,  when the issues will be
resolved,  or their final financial effect. A final disposition of this issue in
the  Company's  favor  would have a material  positive  effect on the  Company's
Consolidated Statement of Operations and Financial Condition.

The Company has a Withholding Issue reserve of $ 66,388,000 at March 31, 2001.
For a further discussion, see Part II - Item 1 - Legal Proceedings, Dispute with
Internal Revenue Service over Withholding Obligations (Netherlands Antilles).

At March 31, 2001, the litigation and contingency  reserves,  other than for the
Withholding  Issue,  were $1,713,000.  For a discussion of alleged  liabilities,
lawsuits and governmental proceedings, see Part II - Item 1.

The Company has  significant  alleged  liabilities and is a defendant in certain
lawsuits and governmental proceedings,  the ultimate outcome of which could have
a material adverse effect on its financial  condition and results of operations.
Because of the nature of the contingent and alleged liabilities and the inherent
difficulty  in  predicting  the  outcome  of  the  litigation  and  governmental
proceedings,  management  is unable to predict  whether the  Company's  recorded
reserves  will be adequate or its  resources  sufficient to satisfy its ultimate
obligations.  The accompanying  consolidated financial statements do not include
any  adjustments  that might  result  from the  outcome of these  uncertainties.
Although  the  basis  for the  calculation  of the  litigation  and  contingency
reserves  and the  Withholding  Issue  reserve  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.  For a discussion
of alleged  liabilities,  lawsuits and governmental  proceedings,  see Part II -
Item 1.

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

For the three  months  ended  March 31,  2000,  cash of  $2,542,000  was used by
operations, including the payment of prior year accruals and operating expenses,
partially offset by the receipt of interest income.

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

The  Company  continues  to evaluate a number of  possible  acquisitions  and is
engaged in the management of its remaining assets and liabilities, including the
contingent and alleged liabilities,  as described above.  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 governmental proceedings,  as well as pursue all sources of contributions to
settlements.  In order to continue on a long-term  basis,  the Company must both
resolve its  contingent and alleged  liabilities by prevailing  upon or settling
these  claims  for less  than the  amounts  claimed,  and  generate  profits  by
acquiring existing operations and/or by developing new operations.

In April 2001 the Company  through a  wholly-owned  subsidiary  has  purchased a
14,000  square  feet  office  building  in  Greenwich,   CT  for   approximately
$2,400,000.  Approximately  3,000  square  feet  is  expected  to be used by the
Company for its executive  offices with the remaining  square  footage leased to
unaffiliated  third  parties.  Except for the purchase of this office  building,
there are no material commitments for capital expenditures as of March 31, 2001.
Inflation  has had no material  impact on the  business  and  operations  of the
Company.

Results of Operations

Summarized financial information of the Company for the first quarter and three
months ended March 31 is as follows:
<TABLE>
<CAPTION>

                                                                                               First Quarter
                                                                                           2001             2000
                                                                                           ====             ====
<S>                                                                                   <C>              <C>
Compensation and benefits.......................................................      $     938        $     939
Professional and outside services...............................................            206              290
Insurance.......................................................................             12               14
Occupancy.......................................................................             25               24
Other operating.................................................................             34               36
                                                                                        --------        --------
                                                                                          1,215            1,303
                                                                                       --------         --------
Operating loss..................................................................         (1,215)          (1,303)
                                                                                       --------         --------
Interest income.................................................................            706              582
Other income....................................................................             50               50
                                                                                       --------         --------
Loss before income taxes........................................................           (459)            (671)
Income tax expense..............................................................            (55)             (55)
                                                                                       --------         --------
Net loss........................................................................      $    (514)       $    (726)
                                                                                          =====            =====
</TABLE>

The Company's main source of non-operating  revenue is interest income earned on
investment  securities and cash equivalents.  The Company's  management  expects
that operating  cash needs for the remainder of 2001 will be met  principally by
the  Company's  current  financial  resources  and the receipt of  non-operating
revenue  consisting of interest income earned on investment  securities and cash
equivalents.

The Company  recorded a net loss of  $514,000 or $0.01 per share,  for the first
quarter ended March 31, 2001,  compared to $726,000 or $0.02 per share,  for the
first quarter ended March 31, 2000.

Professional and outside services were $206,000 in the first quarter ended March
31, 2001,  compared to $290,000 in the respective  2000 period.  The decrease is
principally due to a decrease in the amount of Supervisory  Goodwill  litigation
related expenses in the current period.

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

Interest  income in the first quarter ended March 31, 2001 increased to $706,000
from  $582,000  in  the  respective  2000  period.  The  increase  is  primarily
attributable  to an increased yield on investments and a higher average level of
investments held in 2001 compared with 2000.

The additional  other income in the 2001 and 2000 periods is principally  due to
the continued  collection by an inactive  subsidiary of a receivable  previously
considered uncollectible.

The income tax  provisions  of $55,000 in the first quarter ended March 31, 2001
and March 31, 2000,  are primarily  attributable  to provisions for state taxes.
Income taxes applicable to operating  income (loss) are generally  determined by
applying the estimated effective annual income tax rates to pretax income (loss)
for the  year-to-date  interim  period.  Income taxes  applicable  to unusual or
infrequently  occurring  items are  provided  in the  period in which such items
occur.

ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company holds short-term investments as a source of liquidity. The Company's
interest rate sensitive investments at March 31, 2001 and December 31, 2000 with
maturity dates of less than one year consist of the following:
<TABLE>
<CAPTION>

                                                            2001                              2000
                                                   =======================        =========================
                                                   Carrying          Fair         Carrying          Fair
                                                     Value           Value        Value             Value
(in thousands)                                     -----------    ---------       --------     ------------
<S>                                                <C>             <C>            <C>             <C>

U.S. Treasury Bills.........................       $48,983         $49,109        $46,547         $46,595
                                                   =======         =======        =======          ======

Weighted average interest rate..............        5.44%                           5.80%
                                                   ======                          ======
</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
         40 Wall Street, 46th Floor
         New York, NY  10005
         Attention:  Shareholder Services
         (800) 937-5449 or (718) 921-8200

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.

<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, 2000 is  incorporated  by reference  herein
and the defined terms set forth below have the same meaning  ascribed to them in
this report. There have been no material developments in such legal proceedings,
except as set forth below.

(a)  The Company is or has been a defendant in a number of lawsuits or proceed-
     ings.

The  actions  against  the  Company  are in various  stages.  Nevertheless,  the
allegations  and  claims  are  material  and,  if  successful,  could  result in
substantial  judgments  against the Company.  To the extent the aggregate of any
such judgments were to exceed the resources available,  these matters would have
a material  adverse effect on the Company's  financial  condition and results of
operations. Due to the nature of these proceedings,  the Company and its counsel
are unable to express any opinion as to their probable outcome.

(b)   Supervisory Goodwill Litigation:

On April 3, 2001 the United  States  Court of Appeals  for the  Federal  Circuit
issued a decision in the case of California  Federal Bank, FSB v. United States,
which  involves  certain  damages  issues  related to the  Company's  case.  The
decision  vacated in part the  decision  of the United  States  Court of Federal
Claims dated April 16, 1999,  and remanded the case back to the Court of Federal
Claims for a further  determination  of damages.  The trial court and  appellate
decisions in California Federal as well as other case decisions, may be relevant
to the  Company's  claims,  but are not  necessarily  indicative of the ultimate
outcome of the Company's action.

 (c)  Other

AmBase  Corporation v. City Investing  Company  Liquidating  Trust, et al. - New
York Court Action.  On March 19, 2001 the Trust filed its reply to the Company's
opposition.  No assurance can be given  regarding  the ultimate  outcome of this
litigation.

<PAGE>

Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Does not apply.

Item 3.       DEFAULTS UPON SENIOR SECURITIES

Does not apply.

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

Does not apply.

Item 5.       OTHER INFORMATION

Does not apply.

Item 6.       EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

      None

(b)   Form 8-K

      None

<PAGE>

                                   SIGNATURES


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


AMBASE CORPORATION



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

Date:  May 9, 2001