<PAGE>


                    SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

                              FORM 10-Q


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


           For the quarterly period ended March 31, 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 March 31, 2003, there were 46,208,519 shares  outstanding of the registrant's
common stock, $0.01 par value per share.



<PAGE>


AmBase Corporation

Quarterly Report on Form 10-Q
March 31, 2003
<TABLE>
<CAPTION>
<S>               <C>                                                                                         <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.................................................10

Item 3.      Quantitative and Qualitative Disclosures About Market Risk..........................................12

Item 4.      Controls and Procedures.............................................................................12

PART II - OTHER INFORMATION

Item 1.      Legal Proceedings...................................................................................13

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

Signatures.......................................................................................................14

Certifications...................................................................................................15

</TABLE>


<PAGE>




PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

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

                                                                                      March 31,       December 31,
                                                                                           2003               2002
                                                                                    (unaudited)
                                                                                       ========          =========
Assets:
Cash and cash equivalents.........................................................    $   3,226         $    4,918
Investment securities:
    Held to maturity (market value $18,313 and $18,260, respectively).............       18,312             18,259
    Available for sale, carried at fair value ....................................        1,136                621
                                                                                        -------           --------
Total investment securities.......................................................       19,448             18,880
                                                                                        -------           --------
Accounts receivable...............................................................           41                109
Real estate owned:
  Land............................................................................        6,954              6,954
  Buildings.......................................................................       12,772             12,772
                                                                                        -------           --------
                                                                                         19,726             19,726
  Less:  accumulated depreciation.................................................         (186)              (104)
                                                                                        -------           --------
Real estate owned, net............................................................       19,540             19,622
Other assets......................................................................          150                127
                                                                                        -------           --------
Total assets......................................................................   $   42,405           $ 43,656
                                                                                        =======           ========
Liabilities and Stockholders' Equity:
Liabilities:
Accounts payable and accrued liabilities..........................................   $      679            $ 1,563
Supplemental retirement plan......................................................        8,000              7,608
Other liabilities.................................................................          290                293
Litigation reserves...............................................................        1,289              1,290
                                                                                       --------           --------
Total liabilities.................................................................       10,258             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 (loss).....................................           (9)                22
Accumulated deficit...............................................................     (515,600)          (514,876)
Treasury stock, at cost 126,488 shares............................................         (647)              (647)
                                                                                       --------           --------
Total stockholders' equity........................................................       32,147             32,902
                                                                                       --------           --------

Total liabilities and stockholders' equity........................................   $   42,405           $ 43,656
                                                                                       ========           ========
</TABLE>

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

<PAGE>


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



<TABLE>
<CAPTION>
<S>                                                                                       <C>              <C>
                                                                                          2003             2002
                                                                                          ====             ====

Revenues:
Rental income...................................................................         $ 614            $  74

Operating expenses:

Compensation and benefits.......................................................         1,051              931
Professional and outside services...............................................            77              121
Property operating and maintenance..............................................           119               22
Depreciation....................................................................            82               16
Insurance.......................................................................            20               16
Other operating.................................................................            29               27
                                                                                       -------          -------
                                                                                         1,378            1,133
                                                                                       -------          -------
Operating loss..................................................................          (764)          (1,059)
                                                                                       -------          -------
Interest income.................................................................            85              193
Other income....................................................................             -              205
                                                                                       -------          -------
Loss before income taxes........................................................          (679)            (661)
Income tax expense..............................................................           (45)             (45)
                                                                                       -------           -------
Net loss........................................................................       $  (724)          $ (706)
                                                                                       =======           =======

Net loss per common share:

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

Basic...........................................................................         46,209            46,209
                                                                                         ======            ======
Diluted.........................................................................         46,209            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)
                           Three Months Ended March 31
                                   (Unaudited)
                                 (in thousands)


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

                                                                                            2003           2002
                                                                                          ======         ======

Net loss............................................................................        (724)       $  (706)

Unrealized holding gains (losses) on investment securities - available for sale,
     net of tax effect of $0........................................................          (9)             18
                                                                                         --------       --------

Comprehensive loss..................................................................     $  (733)       $   (688)
                                                                                         ========       ========
</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>

                                                                                           2003               2002
                                                                                           ====               ====
Cash flows from operating activities:

Net loss..........................................................................    $    (724)          $   (706)

Adjustments to reconcile net loss to net cash used by operations:
    Depreciation and amortization.................................................           82                 16
    Accretion of discount - investment securities.................................          (54)              (181)
Changes in other assets and liabilities:
    Accounts receivable...........................................................           68                  -
    Other assets..................................................................          (23)                22
    Accounts payable and accrued liabilities......................................         (884)            (2,644)
    Litigation and contingency reserves uses......................................           (1)               (35)
    Other liabilities.............................................................          389                189
Other, net........................................................................            -                  4
                                                                                       --------           --------
Net cash used by operating activities.............................................       (1,147)            (3,335)
                                                                                       --------           --------
Cash flows from investing activities:
Maturities of investment securities - held to maturity............................       18,287             40,350
Purchases of investment securities - held to maturity.............................      (18,286)           (39,897)
Purchases of investment securities - available for sale...........................         (546)              (150)
                                                                                       --------           --------
Net cash (used) provided by investing activities..................................         (545)               303
                                                                                       --------           --------
Net decrease in cash and cash equivalents.........................................       (1,692)            (3,032)
Cash and cash equivalents at beginning of period..................................        4,918              6,130
                                                                                       --------           --------

Cash and cash equivalents at end of period........................................    $   3,226          $   3,098
                                                                                       ========           ========
Supplemental cash flow disclosures:

Income taxes paid.................................................................    $      44          $     51
                                                                                       ========           ========
</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 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  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 March 31, 2003, the litigation  reserves were $ 1,289,000.  See Part
II - Item 1 -  Legal  Proceedings,  for a  discussion  of  the  Company's  legal
proceedings.

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>


                                          March 31, 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............ $  18,312       $  18,312     $ 18,313           $ 18,259       $ 18,259       $ 18,260


Available for Sale:
Equity Securities.........       1,136           1,145        1,136                 621            599            621
                              --------       ---------     --------            --------       --------        -------
                             $  19,448       $  19,457    $  19,449           $  18,880      $  18,858       $ 18,881
                              ========       =========     ========            ========       ========        =======
</TABLE>


The gross  unrealized  gains and losses on investment  securities,  at March 31,
2003 and December 31, 2002 consist of the following:

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

(in thousands)                                                                         2003          2002
                                                                                    =======       =======
Held to Maturity:.
Gross unrealized gains...........................................................   $     1       $     1
                                                                                    =======       =======
Available for Sale:
Gross unrealized gains (losses)..................................................   $    (9)      $    22
                                                                                    =======       =======
</TABLE>

No  investment  securities  -  available  for sale were sold in the first  three
months of 2003.


<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 $31 million as of March 31, 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 is seeking administrative review of the letter
by  protesting  to the  Appeals  Division  of the IRS.  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.

Based upon the Company's  federal  income tax returns as filed from 1993 to 2001
(subject  to  IRS  audit  adjustments),  and  excluding  the  NOL  carryforwards
generated from the Company's tax basis in Carteret/Carteret FSB, as noted above,
at March 31, 2003 the Company has NOL carryforwards,  aggregating  approximately
$30.6 million, available to reduce future federal taxable income which expire if
unused  beginning in 2008.  The Company's  federal  income tax returns for years
subsequent to 1992 have not been reviewed by the IRS.


<PAGE>


                       AMBASE CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements


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)                                    Three Months Ended                      Three Months Ended
                                                      March 31, 2003                          March 31, 2002
                                              ===========================            ===========================
                                              Unrealized      Accumulated            Unrealized     Accumulated
                                              Gains (Losses)  Other                  Gains          Other
                                              on Investment   Comprehensive          on Investment  Comprehensive
                                              Securities      Income                 Securities     Income
                                              =============   =============          ============   ============

Balance beginning of period.................  $          22   $          22          $          -   $          -

Change during the period....................            (31)            (31)                   18             18
                                              --------------   -------------          -----------    -----------
Balance end of period.......................  $          (9)  $          (9)          $        18    $        18
                                              ==============   =============          ===========    ===========
</TABLE>


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 are carried at cost, net of accumulated  depreciation  of $186,000
and $104,000 at March 31, 2003 and December 31, 2002, respectively. Depreciation
expense is  recorded on a  straight-line  basis over 39 years.  Tenant  security
deposits of $226,000 at March 31, 2003 and December 31, 2002, respectively,  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 Compensations

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>

                                                                          Three months        Three months
                                                                                 ended               ended
                                                                              March 31,           March 31,
(in thousands, except per share data)                                             2003                2002
                                                                          ============        ============
Net loss:
As reported.....................................................          $      (724)         $     (706)
Deduct: pro forma stock based compensation expense for
    stock options pursuant to Statement 123.....................                  (26)                (54)
                                                                          ------------        ------------
Pro forma.......................................................          $      (750)         $     (760)
                                                                          ============        ============
Net loss per common share:
Basic - as reported.............................................          $     (0.02)         $    (0.02)
Basic - pro forma...............................................                (0.02)              (0.02)
Assuming dilution - as reported.................................                (0.02)              (0.02)
Assuming dilution - pro forma ..................................                (0.02)              (0.02)
                                                                          ============         ===========
</TABLE>


<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 March  31,  2003  aggregated  $42,405,000  consisting
principally of cash and cash equivalents of $3,226,000, investment securities of
$19,448,000  and real  estate  owned of  $19,540,000.  At March  31,  2003,  the
Company's liabilities,  including reserves for litigation liabilities, described
in Part II - Item 1,  aggregated  $10,258,000.  Total  stockholders  equity  was
$32,147,000.


The liability for the supplemental  retirement plan (the  "Supplemental  Plan"),
which is accrued but not funded,  increased to $8,000,000 at March 31, 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 three  months  ended  March 31,  2003,  cash of  $1,147,000  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 three  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 three  months  ended  March 31,  2002,  cash of  $3,335,000  was used by
operations,  including the payment of prior year accruals and operating expenses
partially offset by the receipt of interest income.

The  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 March 31, 2003,  the  litigation  reserves were
$1,289,000.  For a discussion of alleged liabilities,  lawsuits and proceedings,
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.


The Company has made no purchases  under its common stock  repurchase plan as of
March 31, 2003. There are no material commitments for capital expenditures as of
March  31,  2003.  Inflation  has had no  material  impact on the  business  and
operations of the Company.


<PAGE>


Results of  Operations  for the Three  Months ended March 31, 2003 vs. the Three
Months Ended March 31, 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  $724,000  or $0.02 per share for the first
quarter ended March 31, 2003,  compared with a net loss of $706,000 or $0.02 per
share for the first quarter ended March 31, 2002.

For the three months ended March 31, 2003 the Company  earned rental income from
real estate  owned of $614,000 as compared to $74,000 for the three months ended
March 31, 2002. The increase in the 2003 period 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  $1,051,000  in the first quarter ended
March 31, 2003,  compared with $931,000 in respective 2002 period.  The increase
was principally the result of a higher level of benefit accruals.

Professional  and outside  services  decreased  to $77,000 in the first  quarter
ended March 31, 2003,  compared to $121,000 in the respective  2002 period.  The
decrease  in the  2003  period  is due to  decreases  in legal  and tax  related
professional fees.


Property  operating and  maintenance  expenses were $119,000 for the first three
months of 2003,  compared  to $22,000 in the 2002  period.  The 2003 three month
period includes expenses relating to a 38,000 square foot building  purchased in
December  2002.  The lower  expense in 2002  compared to 2003 is due to the fact
that the respective 2002 period  reflects  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 first  quarter of 2003 to $82,000 from $16,000 in
the first quarter of 2002 as a result of depreciation for the building purchased
in December 2002.

Interest  income in the three months ended March 31, 2003,  decreased to $85,000
from $193,000 in the respective 2002 period.  The decrease is 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 2002.  Interest  rates on  investments  in  treasury  bills were
slightly lower in the first three months of 2003 compared to the 2002 period.

Other  income  of  $205,000  for the  first  quarter  ended  March  31,  2002 is
attributable to the collection of an investment previously written off.

The income tax  provisions  of $45,000 in the three  months ended March 31, 2003
and March 31, 2002,  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.


<PAGE>

ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company holds short-term investments as a source of liquidity. The Company's
interest rate sensitive investments at March 31, 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.........................     $   18,312        $  18,313          $ 18,259        $ 18,260
                                                   ========         ========          ========        ========
Weighted average interest rate..............           1.14%                              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 closely on the  definition of "disclosure
controls and  procedures"  in Rule  13a-14(c).  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.

Within 90 days prior to the date of this  report,  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.  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 significant  changes in the Company's internal controls or in
other factors that could  significantly  affect the internal controls subsequent
to the date the Company completed its evaluation.


<PAGE>

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 11 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.

Litigation  with SDG,  Inc. - Trial in this matter is currently  scheduled to be
completed in May 2003.  The Company  will  continue to monitor the status of SDG
and its subsidiary, AMDG, Inc. ("AMDG"), and vigorously pursue the matter.


AmBase  Corporation v. City Investing  Company  Liquidating  Trust, et al. - New
York Court  Action.  On April 3, 2003,  a panel of the Second  Circuit  issued a
decision  affirming the dismissal of the  Company's  complaint.  The Company has
filed a petition for rehearing to the Second Circuit.  No assurance can be given
regarding the ultimate disposition of any such petition, or this litigation.


Item 6.       EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

      None

(b) Reports on Form 8-K

      None


<PAGE>


                                   SIGNATURES



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


AMBASE CORPORATION



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


Date:  May 12, 2003


<PAGE>
                              CERTIFICATION


I, Richard A. Bianco certify that:

1. I have reviewed this quarterly report on Form 10-Q of AmBase Corporation;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of material  fact or omit to state a material  fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared:

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.



                               /s/ Richard A. Bianco
                               -----------------------------------------------
Date:  May 12, 2003            Richard A. Bianco
                               Chairman, President and Chief Executive Officer





<PAGE>

                               CERTIFICATION

I, John P. Ferrara certify that:

1. I have reviewed this quarterly report on Form 10-Q of AmBase Corporation;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of material  fact or omit to state a material  fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared:

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  May 12, 2003      /s/ John P. Ferrara
                        ---------------------------------------------------
                        John P. Ferrara
                        Vice President, Chief Financial Officer, and Controller