UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                  For the quarterly period ended June 30, 2003

                                       or

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

                          Commission file number 1-7265

                               AMBASE CORPORATION

             (Exact name of registrant as specified in its charter)

                               DELAWARE 95-2962743

          (State of incorporation) (I.R.S. Employer Identification No.)

                           100 PUTNAM GREEN, 3RD FLOOR

                        GREENWICH, CONNECTICUT 06830-6027

               (Address of principal executive offices) (Zip Code)

                                 (203) 532-2000

              (Registrant's telephone number, including area code)




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

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

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

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


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


<PAGE>



AMBASE CORPORATION

QUARTERLY REPORT ON FORM 10-Q
JUNE 30, 2003

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

TABLE OF CONTENTS                                                                                             PAGE
                                                                                                              ----


PART I - FINANCIAL INFORMATION

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

Item 2.      Management's Discussion and Analysis of

                   Financial Condition and Results of Operations.................................................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 4.      Submission of Matters to a Vote of Security Holders ................................................14

Item 6.      Exhibits and Reports on Form 8-K....................................................................14

Signatures.......................................................................................................15

</TABLE>






<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                       AMBASE CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                    (in thousands, except for share amounts)
                                  (unaudited)
<TABLE>
<CAPTION>

                                                                                        June 30,       December 31,
                                                                                           2003               2002
                                                                                       ========          =========
<S>                                                                                    <C>               <C>

ASSETS:
Cash and cash equivalents.........................................................     $  2,751          $  4,918
Investment securities:
    Held to maturity (market value $18,344 and $18,260, respectively).............       18,337            18,259
    Available for sale, carried at fair value ....................................        1,059               621
                                                                                       --------          --------
Total investment securities.......................................................       19,396            18,880
                                                                                       --------          --------
Accounts receivable...............................................................            2               109
Real estate owned:
  Land............................................................................        6,954             6,954
  Buildings.......................................................................       12,772            12,772
                                                                                       --------          --------
                                                                                         19,726            19,726
  Less:  accumulated depreciation.................................................         (267)             (104)
                                                                                       --------          --------
Real estate owned, net............................................................       19,459            19,622
Other assets......................................................................          239               127
                                                                                       --------          --------
TOTAL ASSETS......................................................................     $ 41,847          $ 43,656
                                                                                       ========          ========
LIABILITIES AND STOCKHOLDERS' EQUITY:
LIABILITIES:
Accounts payable and accrued liabilities..........................................     $    863          $  1,563
Supplemental retirement plan......................................................        8,431             7,608
Other liabilities.................................................................          254               293
Litigation reserves...............................................................        1,250             1,290
                                                                                       --------          --------
Total liabilities.................................................................       10,798            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............................................           64                22
Accumulated deficit...............................................................     (516,733)         (514,876)
Treasury stock, at cost 176,488 and 126,488 shares, respectively..................         (685)             (647)
                                                                                       --------          --------
Total stockholders' equity........................................................       31,049            32,902
                                                                                       --------          --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY........................................     $ 41,847          $ 43,656
                                                                                       ========          ========
</TABLE>

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

<PAGE>

                       AMBASE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   SECOND QUARTER AND SIX MONTHS ENDED JUNE 30
                                   (UNAUDITED)
                      (in thousands, except per share data)
<TABLE>
<CAPTION>
<S>                                                              <C>             <C>                  <C>          <C>

                                                                   SECOND QUARTER                       SIX MONTHS
                                                                2003             2002                2003          2002
                                                                ====             ====                ====          ====

REVENUES:
Rental income.......................................         $   617          $    71             $ 1,231       $   145

OPERATING EXPENSES:
Compensation and benefits...........................           1,003              867               2,054         1,798
Professional and outside services...................             565              309                 642           430
Property operating and maintenance..................             120               19                 239            41
Depreciation........................................              81               15                 163            31
Insurance...........................................              22               29                  42            45
Other operating.....................................              52               35                  81            62
                                                            --------         --------             -------       -------
                                                               1,843            1,274               3,221         2,407
                                                            --------         --------             -------       -------
Operating loss......................................          (1,226)          (1,203)             (1,990)       (2,262)
                                                            --------         --------             -------       -------
Interest income.....................................              86              189                 171           381
Realized gains on investment
    securities available for sale...................              52               -                   52             -
Other income........................................               -               -                    -           205
                                                            --------         --------             -------       -------
Loss before income taxes............................          (1,088)          (1,014)             (1,767)       (1,676)
Income tax expense..................................             (45)             (45)                (90)          (90)
                                                            --------         --------             -------       -------
NET LOSS............................................        $ (1,133)        $ (1,059)            $(1,857)      $(1,766)
                                                            ========         ========             =======       =======

NET LOSS PER COMMON SHARE:

Net loss - basic....................................        $  (0.02)        $  (0.02)            $ (0.04)      $ (0.04)
Net loss - assuming dilution........................           (0.02)           (0.02)              (0.04)        (0.04)
                                                            ========         ========             =======       =======
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

Basic...............................................          46,204           46,209              46,206        46,209
                                                            ========         ========             =======       =======
Diluted.............................................          46,204           46,209              46,206        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)
                   SECOND QUARTER AND SIX MONTHS ENDED JUNE 30
                                   (UNAUDITED)
                                 (in thousands)
<TABLE>
<CAPTION>
<S>                                                                     <C>          <C>            <C>         <C>
                                                                           Second Quarter               Six Months
                                                                          2003         2002         2003         2002
                                                                        ======       ======       ======       ======

Net loss...........................................................   $ (1,133)    $ (1,059)    $ (1,857)    $ (1,766)

Unrealized holding gains on investment securities
     available for sale, net of tax effect of $0...................         73            9           64           27
                                                                        ------       ------       ------       ------

COMPREHENSIVE LOSS.................................................   $ (1,060)    $ (1,050)    $ (1,793)    $ (1,739)
                                                                        ======       ======       ======       =======
</TABLE>

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

<PAGE>


                       AMBASE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            SIX MONTHS ENDED JUNE 30
                                   (UNAUDITED)
                                 (in thousands)
<TABLE>
<CAPTION>
<S>                                                                                         <C>              <C>

                                                                                           2003               2002
                                                                                           ====               ====
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss..........................................................................    $  (1,857)          $ (1,766)
Adjustments to reconcile net loss to net cash used by operations:
    Depreciation and amortization.................................................          163                 31
    Accretion of discount - investment securities.................................         (105)              (355)
     Realized gains on investment securities available for sale...................          (52)                 -
Changes in other assets and liabilities:
    Accounts receivable...........................................................          107                  6
    Other assets..................................................................         (114)                36
    Accounts payable and accrued liabilities......................................         (700)            (2,381)
    Litigation and contingency reserves uses......................................          (40)               (66)
    Other liabilities.............................................................          783                390
Other, net........................................................................            3                  8
                                                                                       --------           --------
Net cash used by operating activities.............................................       (1,812)            (4,097)
                                                                                       --------           --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Maturities of investment securities - held to maturity............................       26,769             72,035
Purchases of investment securities - held to maturity.............................      (26,742)           (71,182)
Purchases of investment securities - available for sale...........................         (674)              (400)
Sales of investment securities - available for sale...............................          330                  -
                                                                                       --------           --------
Net cash (used) provided by investing activities..................................         (317)               453
                                                                                       --------           --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock repurchase...........................................................          (38)                 -
                                                                                       --------           --------
Net cash used by financing activities.............................................          (38)                 -
                                                                                       --------           --------
Net decrease in cash and cash equivalents.........................................       (2,167)            (3,644)
Cash and cash equivalents at beginning of period..................................        4,918              6,130
                                                                                       --------           --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD........................................    $   2,751          $   2,486
                                                                                       ========           ========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Income taxes paid.................................................................    $      44          $     128
                                                                                       ========           ========
</TABLE>


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

<PAGE>



                       AMBASE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION

     The accompanying  consolidated  financial  statements of AmBase Corporation
and  subsidiaries   (the  "Company")  are  unaudited  and  subject  to  year-end
adjustments.  All material  intercompany  transactions  and  balances  have been
eliminated.  In the  opinion of  management,  the interim  financial  statements
reflect all adjustments,  consisting only of normal recurring adjustments unless
otherwise  disclosed,  necessary for a fair statement of the Company's financial
position  and  results  of  operations.  Results  for  interim  periods  are not
necessarily  indicative of results for the full year. Certain  reclassifications
have been made to the prior year  consolidated  financial  statements to conform
with the current year presentation.  The consolidated  financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America  ("GAAP").  The preparation of financial  statements in
conformity  with  GAAP  requires   management  to  make  certain  estimates  and
assumptions,  that it deems  reasonable,  that  affect the  reported  amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the  reporting  period.  Actual  results could differ from such
estimates and assumptions.  The unaudited interim financial statements presented
herein should be read in conjunction with the Company's  consolidated  financial
statements  filed in its Annual Report on Form 10-K for the year ended  December
31, 2002.

     The  Company's  assets  currently   consist  primarily  of  cash  and  cash
equivalents,  investment  securities,  and real estate owned. The Company's main
source of operating  revenue is rental income  earned on real estate owned.  The
Company also earns  non-operating  revenue  principally  consisting  of interest
earned on investment  securities and cash equivalents.  The Company continues to
evaluate a number of possible acquisitions,  and is engaged in the management of
its  assets  and  liabilities,  including  the  contingent  assets  and  alleged
litigation liabilities, as described in Part II - Item 1. The Company intends to
aggressively contest all pending and threatened litigation and contingencies, as
well as pursue all sources for contributions to settlements.

     The  Company's  management  expects  that  operating  cash  needs  for  the
remainder of 2003 will be met principally by rental income received, the receipt
of non-operating  revenue consisting of interest income on investment securities
and cash equivalents, and the Company's current financial resources.

NOTE 2 - LEGAL PROCEEDINGS

     The Company has certain  alleged  liabilities and is a defendant in certain
lawsuits.  The  accompanying  consolidated  financial  statements do not include
adjustments  that might  result  from an ultimate  unfavorable  outcome of these
uncertainties. Although the basis for the calculation of the litigation reserves
is regularly reviewed by the Company's management and outside legal counsel, the
assessment of these reserves includes an exercise of judgment and is a matter of
opinion. At June 30, 2003, the litigation reserves were $1,250,000.  See Part II
-  Item  1 -  Legal  Proceedings,  for  a  discussion  of  the  Company's  legal
proceedings.

NOTE 3 - CASH AND CASH EQUIVALENTS

     Highly  liquid  investments,   consisting  principally  of  funds  held  in
short-term money market accounts, are classified as cash equivalents.


<PAGE>


                       AMBASE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - INVESTMENT SECURITIES

     Investment  securities - held to maturity  consist of U.S.  Treasury  Bills
with original  maturities of one year or less and are carried at amortized  cost
based upon the  Company's  intent  and  ability  to hold  these  investments  to
maturity.

     Investment  securities  - available  for sale,  consist of  investments  in
equity  securities  held for an indefinite  period and are carried at fair value
with net unrealized gains and losses recorded  directly in a separate  component
of stockholders' equity.

Investment securities consist of the following:

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


                                             June 30, 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..................  $  18,337       $  18,337     $ 18,344           $ 18,259         $ 18,259       $ 18,260


Available for Sale:

Equity Securities.........       1,059             995        1,059                621              599            621
                             ---------       ---------     --------           --------         --------       --------
                             $  19,396       $  19,332     $ 19,403           $ 18,880         $ 18,858       $ 18,881
                             =========       =========     ========           ========         ========       ========

</TABLE>

     The gross unrealized gains on investment  securities,  at June 30, 2003 and
December 31, 2002 consist of the following:

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

(in thousands)                                                                                         2003          2002
                                                                                                    =======       =======
HELD TO MATURITY:.
Gross unrealized gains...........................................................................   $     7       $     1
                                                                                                    =======       =======
AVAILABLE FOR SALE:
Gross unrealized gains...........................................................................   $    64       $    22
                                                                                                    ========      =======
</TABLE>

     Investment  securities  - available  for sale with a cost basis of $278,000
were sold  during  the  second  quarter  ended  June 30,  2003.  Total  proceeds
aggregated  $330,000  resulting  in  recognized  gains of $52,000 for the second
quarter and six month periods ended June 30, 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 $32 million and $31 million as of June 30, 2003 and  December 31, 2002,
respectively,  arising primarily from net operating loss ("NOL")  carryforwards,
alternative  minimum tax ("AMT")  credits (not  including  the  anticipated  tax
effects  of NOL's  expected  to be  generated  from the  Company's  tax basis in
Carteret  Savings Bank, F.A. and subsidiaries  ("Carteret"),  resulting from the
election  decision,  as more fully described  below). A valuation  allowance has
been  established for the entire net deferred tax asset,  as management,  at the
current time, has no basis to conclude that realization is more likely than not.

     As a  result  of the  Office  of  Thrift  Supervision's  December  4,  1992
placement of Carteret in  receivership,  under the  management of the Resolution
Trust Corporation  ("RTC")/Federal  Deposit Insurance Corporation ("FDIC"),  and
then proposed Treasury Reg. ss.1.597-4(g),  the Company had previously filed its
1992 and subsequent federal income tax returns with Carteret  disaffiliated from
the Company's  consolidated  federal income tax return. Based upon the impact of
Treasury  Reg.  ss.1.597-4(g),  which was issued in final form on  December  20,
1995, a continuing review of the Company's tax basis in Carteret, and the impact
of prior year tax return  adjustments  on the Company's  1992 federal income tax
return as filed,  the Company decided not to make an election  pursuant to final
Treasury  Reg.   ss.1.597-4(g)  to  disaffiliate  Carteret  from  the  Company's
consolidated  federal  income tax return  effective  as of December 4, 1992 (the
"Election Decision").

     The Company has made numerous  requests to the RTC/FDIC for tax information
pertaining to Carteret and the resulting successor institution, Carteret Federal
Savings Bank ("Carteret  FSB");  however,  all of the information  still has not
been received. Based on the Company's Election Decision, as described above, and
the receipt of some of the requested information from the RTC/FDIC,  the Company
has  amended  its 1992  consolidated  federal  income tax return to include  the
federal  income tax  effects of Carteret  and  Carteret  FSB (the "1992  Amended
Return").  The  Company is still in the  process of  amending  its  consolidated
federal income tax returns for 1993 and subsequent years.

     The Company anticipates that, as a result of filing a consolidated  federal
income tax return with  Carteret FSB, a total of  approximately  $170 million of
tax NOL  carryforwards  will be  generated  from  the  Company's  tax  basis  in
Carteret/Carteret  FSB as tax losses are  incurred by Carteret FSB of which $158
million are still available for future use. Based on the Company's filing of the
1992  Amended  Return,  approximately  $56  million  of  NOL  carryforwards  are
generated  for  tax  year  1992  which  expire  in  2007,   with  the  remaining
approximately  $102 million of NOL  carryforwards  to be generated,  expiring no
earlier than 2008. These NOL  carryforwards  would be available to offset future
taxable income,  in addition to the NOL carryforwards as further detailed below.
The IRS is currently  reviewing the Company's  1992 Amended Return in connection
with several carryback claims filed by the Company,  as further described below.
The Company can give no assurances  with regard to the 1992 Amended  Return,  or
amended  returns for subsequent  years, or the final amount or expiration of NOL
carryforwards ultimately generated from the Company's tax basis in Carteret.

     In March 2000, the Company filed several carryback claims with the IRS (the
"Carryback Claims"), seeking refunds from the IRS of alternative minimum tax and
other  federal  income taxes paid by the Company in prior years plus  applicable
IRS  interest,  based on the filing of the 1992 Amended  Return.  The  Carryback
Claims and the 1992 Amended  Return are currently  being reviewed by the IRS. In
April 2003, IRS examiners  issued a letter to the Company  proposing to disallow
the Carryback Claims. The Company 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 June 30, 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)                                    SECOND QUARTER ENDED                     SIX MONTHS ENDED
                                                      JUNE 30, 2003                          JUNE 30, 2003

                                            ================================        ===================================
                                               UNREALIZED        ACCUMULATED           UNREALIZED           ACCUMULATED
                                            GAINS (LOSSES)             OTHER        GAINS (LOSSES)                OTHER
                                            ON INVESTMENT      COMPREHENSIVE        ON INVESTMENT         COMPREHENSIVE
                                               SECURITIES             INCOME           SECURITIES                INCOME
                                            =============      =============        =============         =============
Balance beginning of period.................  $        (9)       $        (9)         $        22           $        22

Reclassification adjustment for gains
        realized in net income..............          (15)               (15)                 (15)                  (15)

Change during the period....................           88                 88                   57                    57
                                                  -------           --------             --------              --------
Balance end of period.......................  $        64        $        64           $       64           $        64
                                                  =======           ========             ========              ========


(in thousands)                                    SECOND QUARTER ENDED                     SIX MONTHS ENDED
                                                      JUNE 30, 2002                          JUNE 30, 2002
                                            ================================        ===================================
                                               UNREALIZED        ACCUMULATED           UNREALIZED           ACCUMULATED
                                            GAINS (LOSSES)             OTHER        GAINS (LOSSES)                OTHER
                                            ON INVESTMENT      COMPREHENSIVE        ON INVESTMENT         COMPREHENSIVE
                                               SECURITIES             INCOME           SECURITIES                INCOME
                                            =============      =============        =============         =============

Balance beginning of period.................  $        18        $        18          $         -           $         -

Change during the period....................            9                  9                   27                    27
                                                 --------           --------             --------              --------
Balance end of period.......................  $        27        $        27           $       27           $        27
                                                 ========           ========             ========              ========
</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
$267,000 and  $104,000 at June 30, 2003 and  December  31,  2002,  respectively.
Depreciation  expense is recorded on a straight-line basis over 39 years. Tenant
security  deposits of $191,000  at June 30,  2003 and  $226,000 at December  31,
2002, are included in other liabilities.

<PAGE>

                       AMBASE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     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.

NOTE 8 - STOCK BASED COMPENSATION

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

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

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

     For  purposes of pro forma  disclosures,  the  estimated  fair value of the
options is amortized to expense over the options' vesting period. If the Company
had elected to recognize  compensation  cost for stock options based on the fair
value at date of grant for stock options,  consistent with the method prescribed
by Statement  123,  net loss and net loss per share,  would have been changed to
the pro forma amounts indicated below.
<TABLE>
<CAPTION>
<S>                                                                          <C>          <C>            <C>            <C>


                                                                          Second        Second            Six            Six
                                                                         Quarter       Quarter         months          months
                                                                           ended         ended          ended           ended
                                                                        June 30,      June 30,       June 30,        June 30,
(in thousands, except per share data)                                       2003          2002           2003            2002
                                                                        ========      ========       ========        ========
Net loss:
As reported.................................................          $   (1,133)    $  (1,059)     $  (1,857)      $  (1,766)
Deduct: pro forma stock based compensation expense for
    stock options pursuant to Statement 123.................                 (26)          (54)           (52)           (108)
                                                                        --------      --------       --------        --------
Pro forma...................................................          $   (1,159)    $  (1,113)     $  (1,909)      $  (1,874)
                                                                        ========      ========       ========        ========
Net loss per common share:
Basic - as reported.........................................          $    (0.02)    $   (0.02)     $   (0.04)      $   (0.04)
Basic - pro forma...........................................               (0.03)        (0.02)         (0.04)          (0.04)
Assuming dilution - pro forma ..............................               (0.02)        (0.02)         (0.04)          (0.04)
Assuming dilution - pro forma ..............................               (0.03)        (0.02)         (0.04)          (0.04)
                                                                        ========      ========       ========        ========
</TABLE>

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


<PAGE>


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

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

FINANCIAL CONDITION

     The Company's  assets at June 30, 2003  aggregated  $41,847,000  consisting
principally of cash and cash equivalents of $2,751,000, investment securities of
$19,396,000  and  real  estate  owned of  $19,459,000.  At June  30,  2003,  the
Company's liabilities,  including reserves for litigation liabilities, described
in Part II - Item 1,  aggregated  $10,798,000.  Total  stockholders  equity  was
$31,049,000.

     The  liability  for the  supplemental  retirement  plan (the  "Supplemental
Plan"),  which is accrued but not funded,  increased to  $8,431,000  at June 30,
2003 from  $7,608,000  at December 31, 2002.  The  Supplemental  Plan  liability
reflects the  actuarially  determined  accrued  pension costs in accordance with
GAAP.  The  increased  liability  is the result of  additional  accrued  service
vesting and interest cost on the liability.  The Supplemental  Plan liability is
further  affected by changes in  discount  rates and  experience  which could be
different from that assumed.

     For the six months  ended June 30,  2003,  cash of  $1,812,000  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 six  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 six months  ended June 30,  2002,  cash of  $4,097,000  was used by
operations,  including the payment of prior year accruals and operating expenses
partially offset by the receipt of interest and rental income.

     The Company continues to evaluate a number of possible  acquisitions and is
engaged in the management of its remaining assets and liabilities, including the
contingent assets and alleged litigation liabilities.  Extensive discussions and
negotiations  are ongoing with respect to certain of these matters.  The Company
intends to  aggressively  contest  all  pending and  threatened  litigation  and
contingencies,  as well as pursue all sources for  contributions to settlements.
Management  of  the  Company  in   consultation   with  outside  legal  counsel,
continually  reviews the likelihood of liability and associated costs of pending
and  threatened  litigation.  At June 30, 2003,  the  litigation  reserves  were
$1,250,000.  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.

     During  June 2003,  the Company  purchased  50,000  shares of common  stock
pursuant to its common stock repurchase plan. There are no material  commitments
for capital  expenditures  as of June 30,  2003.  Inflation  has had no material
impact on the business and operations of the Company.

<PAGE>


     RESULTS OF OPERATIONS  FOR THE SECOND QUARTER AND SIX MONTHS ENDED JUNE 30,
2003 VS. THE SECOND QUARTER AND SIX MONTHS ENDED JUNE 30, 2002

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

     The  Company  recorded  a net loss of  $1,133,000  or $0.02  per  share and
$1,857,000  or $0.04 per share for the second  quarter and six months ended June
30, 2003, respectively compared with a net loss of $1,059,000 or $0.02 per share
and  $1,766,000  or $0.04 per share for the second  quarter ended June 30, 2002,
respectively.

     For the second  quarter  and six months  ended  June 30,  2003 the  Company
earned  rental  income  from  real  estate  owned  of  $617,000  and  $1,231,000
respectively, as compared to $71,000 and $145,000 for the second quarter and six
months  ended June 30,  2002,  respectively.  The  increase in the 2003  periods
reflects increased rental income as a result of the ownership of a 38,000 square
foot office building purchased in December 2002.

     Compensation and benefits increased to $1,003,000 in the second quarter and
$2,054,000  in the six months ended June 30, 2003,  respectively,  compared with
$867,000  and  $1,798,000  in  respective  2002  periods.   The  increases  were
principally the result of a higher level of benefit accruals.

     Professional and outside services increased to $565,000 and $642,000 in the
second  quarter and six months  ended June 30,  2003,  compared to $309,000  and
$430,000 in the respective 2002 periods. The increase in the 2003 periods is due
to  increases  in  legal  fees  principally   relating  to  the  SDG  litigation
proceeding.

     Property operating and maintenance  expenses were $120,000 and $239,000 for
the second quarter and six months of 2003, respectively, compared to $19,000 and
$41,000 in the  respective  2002 periods.  The 2003 second quarter and six month
periods includes expenses relating to a 38,000 square foot building purchased in
2002. The lower expenses in 2002 compared to 2003 is due to the respective  2002
periods  reflecting  property  ownership  expenses  for the 14,500  square  foot
building only. Property operating and maintenance expenses have not been reduced
by tenant reimbursements.

     Depreciation  increased  in the  second  quarter  and six months of 2003 to
$81,000  and  $163,000,  respectively,  from  $15,000  and $31,000 in the second
quarter  and six months of 2002,  as a result of  depreciation  expense  for the
building purchased in December 2002.

     Interest  income in the second  quarter and six months ended June 30, 2003,
decreased to $86,000 and $171,000  respectively  from $189,000 and $381,000,  in
the respective 2002 periods.  The decreases are principally due to a lower level
of  investments  held  during  the 2003  period as a result  of the real  estate
investment  in  December   2002.  The  decrease  to  a  lesser  extent  is  also
attributable  to  continued  decrease  in the  yield on  investments  in 2003 as
compared to the comparable 2002 periods.

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

     The income tax  provisions  of $45,000 and $90,000  second  quarter and six
months ended June 30, 2003,  and $45,000 and $90,000 for the second  quarter and
six  months  ended  June  2002,  respectively,  are  primarily  attributable  to
provisions for state taxes.  Income taxes  applicable to operating income (loss)
are generally  determined by applying the estimated  effective annual income tax
rates to pretax income (loss) for the year-to-date interim period.  Income taxes
applicable to unusual or infrequently occurring items are provided in the period
in which such items occur.

<PAGE>


     From time to time,  the Company may  publish  "Forward-looking  statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Act"), and Section 21E of the Securities  Exchange Act of 1934, as amended,  or
make  oral   statements   that  constitute   forward-looking   statements.   The
forward-looking  statement may relate to such matters as  anticipated  financial
performance,   future  revenues  or  earnings,  business  prospects,   projected
ventures,  anticipated  market  performance,  and similar  matters.  The Private
Securities   Litigation   Reform  Act  of  1995   provides  a  safe  harbor  for
forward-looking  statements.  In order  to  comply  with  the  terms of the safe
harbor,  the Company  cautions readers that a variety of factors could cause the
Company's  actual results to differ  materially from the anticipated  results or
other expectations expressed in the Company's forward-looking statements.  These
risks  and  uncertainties,  many of which  are  beyond  the  Company's  control,
include,  but are not  limited  to:  (i)  transaction  volume in the  securities
markets;  (ii) the volatility of the securities  markets;  (iii) fluctuations in
interest  rates;  (iv)  changes in  occupancy  rates or real estate  value;  (v)
changes  in  regulatory  requirements  which  could  affect  the  cost of  doing
business;  (vi)  general  economic  conditions;  (vii)  changes  in the  rate of
inflation and the related  impact on the securities  markets;  (viii) changes in
federal and state tax laws; and (ix) risks arising from unfavorable decisions in
our current  material  litigation  matters,  or  unfavorable  decisions in other
supervisory  goodwill  cases.  The Company does not undertake any  obligation to
update or revise any  forward-looking  statements  whether as a result of future
events, new information or otherwise.


ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company holds  short-term  investments  as a source of  liquidity.  The
Company's interest rate sensitive  investments at June 30, 2003 and December 31,
2002 with maturity dates of less than one year consist of the following:

<TABLE>
<CAPTION>
<S>                                                <C>              <C>             <C>            <C>
                                                           2003                            2002
                                                   ====================          ======================
                                                   Carrying        Fair          Carrying          Fair
                                                      Value       Value             Value         Value
(in thousands)                                     --------     -------          --------       -------


U.S. Treasury Bills.........................      $  18,337    $ 18,344         $  18,259      $ 18,260
                                                   ========     =======          ========       =======

Weighted average interest rate..............          1.09%                         1.24%
                                                   ========                      ========
</TABLE>

     The Company's  current  policy is to minimize the interest rate risk of its
short-term  investments by investing in U.S.  Treasury Bills with  maturities of
less than one year. There were no significant changes in market exposures or the
manner in which interest rate risk is managed during the period.


ITEM 4.  CONTROLS AND PROCEDURES

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

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

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

<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 10 in AmBase's Annual Report on
Form 10-K for the year ended  December 31, 2002,  is  incorporated  by reference
herein and the defined  terms set forth below have the same meaning  ascribed to
them in that  report.  There have been no  material  developments  in such legal
proceedings, except as set forth below.

     Litigation with SDG, Inc. - A trial in this matter was completed during May
2003,  after which the Judge instructed both parties to submit post trial briefs
during  August 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 June 12, 2003,  the Second  Circuit panel that issued
the April 3, 2003  decision  denied the  petition for  rehearing  and the Second
Circuit  denied the  petition  for  rehearing  in banc.  The  panel's and Second
Circuit's  refusal to rehear the case means that the United States Supreme Court
is the only  option  for  review of the  panel's  decision.  If such a review is
sought,  no  assurance  can be given  regarding  whether the Supreme  Court will
decide to review the Second Circuit's decision.

<PAGE>

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

     At the Annual Meeting of  Stockholders of the Company held on May 16, 2003,
two proposals were voted upon by the Company's stockholders.  A brief discussion
of each proposal  voted upon at the Annual  Meeting and the number of votes cast
for,  against,  and  withheld,  as well as the  number  of  abstentions  to each
proposal are set forth below.

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

      Nominee                            For                  Withheld
================                      =========               =========
Robert E. Long                       29,273,662               7,398,022

     There were no broker  non-votes.  The terms of directors Richard A. Bianco,
John B. Costello and Michael L. Quinn continued after the meeting.

     A  vote  was  taken  on  the   proposal  to  ratify  the   appointment   of
PricewaterhouseCoopers  LLP as the  independent  accountants for the Company for
the year ending  December 31, 2003.  The  aggregate  numbers of shares of Common
Stock voted in person or by proxy were as follows:

     For                     Against                        Abstain
 =========                  =========                      =========
 36,526,281                  114,060                        31,343

There were no broker non-votes.

     The  foregoing   proposals  are  described  more  fully  in  the  Company's
definitive proxy statement, filed with the Securities and Exchange Commission on
March 27,  2003  pursuant to Section  14(a) of the  Securities  Act of 1934,  as
amended, and the rules and regulations promulgated thereunder.


ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

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

(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



      /s/ John P. Ferrara
BY    JOHN P. FERRARA
      Vice President, Chief Financial Officer and Controller
      (DULY AUTHORIZED OFFICER AND PRINCIPAL FINANCIAL AND
      ACCOUNTING OFFICER)

Date:  July 24, 2003

<PAGE>