FORM 10-K
                                AMENDMENT NO. 1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1997

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________________ to ____________________

Commission File No. 0-10710

                                  AMBANC CORP.
             (Exact name of Registrant as specified in its charter)

                         INDIANA                                35-1525227
              (State or other jurisdiction                   (I.R.S. Employer
            of incorporation or organization)                Identification No.)

           302 Main Street, Vincennes, Indiana                      47591
        (Address of Principal Executive Offices)                  (Zip Code)

Registrant's telephone number, including area code:  (812) 885-6418

           Securities registered pursuant to Section 12(b) of the Act:

Title of each class                   Name of each exchange on which registered
     None                                               None

           Securities registered pursuant to Section 12(g) of the Act:

                         Common Shares, $10.00 par value
                                (Title of Class)

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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 (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. YES [X] NO [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]

The aggregate  market value of the voting shares held by  non-affiliates  of the
Registrant is $157,701,555. Solely for purposes of this computation, it has been
assumed that officers and directors are  "affiliates" and the price of $24.75 as
reported  on NASDAQ as the last  trade on March 18,  1998,  was the fair  market
value of the shares.

Number of Common Shares outstanding at March 18, 1998: 6,985,674

                       DOCUMENTS INCORPORATED BY REFERENCE

PORTIONS OF PARTS II AND IV ARE  INCORPORATED BY REFERENCE FROM THE REGISTRANT'S
1997 ANNUAL REPORT TO SHAREHOLDERS  AND A PORTION OF PART III IS INCORPORATED BY
REFERENCE FROM THE REGISTRANT'S PROXY STATEMENT PURSUANT TO REGULATION 14A DATED
MARCH 27,  1998,  FOR THE ANNUAL  MEETING OF  SHAREHOLDERS  TO BE HELD APRIL 24,
1998.  EXCEPT FOR THOSE  PORTIONS  OF THE 1997  ANNUAL  REPORT  INCORPORATED  BY
REFERENCE, THE ANNUAL REPORT IS NOT DEEMED FILED AS PART OF THIS REPORT.
















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<PAGE>

         SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the  Corporation  has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                       AMBANC CORP.


Date:  March 31, 1998                  By /s/ Robert G. Watson
                                         Robert G. Watson, Chairman of
                                         the Board, President & Chief
                                         Executive Officer


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.

Date:  March 31, 1998                       /s/ Robert G. Watson
                                            Robert G. Watson, President,
                                            Chief Executive Officer, and
                                            Director


Date:  March 31, 1998                       /s/ Troy D. Stoll
                                            Troy D. Stoll, Chief Financial
                                            Officer (Principal Accounting
                                            Officer and Principal Financial
                                            Officer)


Date:  March 31, 1998                       /s/ Glen G. Apple
                                            Glen G. Apple, Director


Date:  March 31, 1998                       /s/ Christina M. Ernst
                                            Christina M. Ernst, Director


Date:  March 31, 1998                       /s/ Robert D. Green
                                            Robert D. Green, Director


Date:  March 31, 1998                      /s/ Rolland L. Helmling
                                           Rolland L. Helmling,
                                           Director

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Date:  March 31, 1998                     /s/ Gerry M. Hippensteel
                                            Gerry M. Hippensteel, Director


Date:  March 31, 1998                     /s/ Rebecca A. Kaley
                                           Rebecca A. Kaley, Director


Date:  March 31, 1998                      /s/ Bernard G. Niehaus
                                           Bernard G. Niehaus, Director


Date:  March 31, 1998                      /s/ Robert E. Seed
                                           Robert E. Seed, Director


Date:  March 31, 1998                      /s/ John A. Stachura, Jr.
                                           John A. Stachura, Jr. Director


Date:  March 31, 1998                     /s/ Phillip M. Summers
                                          Phillip M. Summers, Director


Date:  March 31, 1998                      /s/ Frank J. Weber
                                           Frank J. Weber, Director





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                                  EXHIBIT INDEX

Exhibits


         3-A        Restated  Articles of Incorporation of the Corporation.**

         3-B        Bylaws of the  Corporation,  as amended to date.**

        10-A        Employment   Agreement   executed   January  15,  1985,  and
                    re-executed   December  21,  1988,  and  amended   effective
                    December 31,  1997,  between the  Corporation  and Robert G.
                    Watson.  The copy of this  Exhibit  filed as Exhibit 10.1 to
                    the Corporation's  Registration  Statement on Form S-4 (File
                    No. 33-61065) filed July 17, 1995, is incorporated herein by
                    reference.*

         10-B       1988  AMBANC  Corp.   Nonqualified  Stock  Option  Plan,  as
                    amended.  The copy of this Exhibit  filed as Exhibit 10.2 to
                    the Corporation's  Registration  Statement on Form S-4 (File
                    No. 33-61065) filed July 17, 1995, is incorporated herein by
                    reference.*

         10-C       Letter from AMBANC to Robert G.  Watson,  dated  November 8,
                    1988,  granting  a stock  option.  The copy of this  Exhibit
                    filed  as  Exhibit  10.3 to the  Corporation's  Registration
                    Statement  on Form S-4 (File No.  33-61065)  filed  July 17,
                    1995, is incorporated herein by reference.*

         10-D       Letter from AMBANC to Robert G. Watson,  dated May 16, 1989,
                    granting stock appreciation rights. The copy of this Exhibit
                    filed  as  Exhibit  10.4 to the  Corporation's  Registration
                    Statement  on Form S-4 (File No.  33-61065)  filed  July 17,
                    1995, is incorporated herein by reference.*

         10-E       Letter  from  AMBANC to Raymond E. Mott,  dated  November 8,
                    1988,  granting  a stock  option.  The copy of this  Exhibit
                    filed  as  Exhibit  10.5 to the  Corporation's  Registration
                    Statement  on Form S-4 (File No.  33-61065)  filed  July 17,
                    1995, is incorporated herein by reference.*

         10-F       Letter from AMBANC to Raymond E. Mott,  dated May 16,  1989,
                    granting stock appreciation rights. The copy of this Exhibit
                    filed  as  Exhibit  10.6 to the  Corporation's  Registration
                    Statement  on Form S-4 (File No.  33-61065)  filed  July 17,
                    1995, is incorporated herein by reference.*

         10-G       Amended  and  Restated   Supplemental   Retirement  Benefits
                    Agreement between the Corporation and Robert G. Watson dated
                    March 16, 1995.  The copy of this  Exhibit  filed as Exhibit
                    10-G to the Registrant's  Annual Report on Form 10-K for the
                    year ended  December 31,  1995,  is  incorporated  herein by
                    reference.*

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         10-H       AMBANC  Corp.  Director  Stock Grant Plan.  The copy of this
                    Exhibit filed as Exhibit 10-A to the Registrant's  Report on
                    Form  10-Q  for  the  Quarter   ended  June  30,  1996,   is
                    incorporated herein by reference.*

         10-I       AMBANC Corp. and Affiliates  Director Deferred  Compensation
                    Plan.  The copy of this Exhibit filed as Exhibit 10-B to the
                    Registrant's  Report on Form 10-Q for the Quarter ended June
                    30, 1996, is incorporated herein by reference.*

         13         Copy of the portions of the  Corporation's  Annual Report to
                    Shareholders  for the year ended December 31, 1997, that are
                    incorporated by reference herein.  This exhibit,  except for
                    portions  thereof that have expressly been  incorporated  by
                    reference into this Report, is furnished for the information
                    of the  Commission  and shall not be deemed  "filed" as part
                    hereof.

         21         List of Subsidiaries.

         23         Consent of Deloitte & Touche LLP.

         27         Amended Financial Data Schedule.***



*Indicates  an exhibit that  describes  or  evidences a  management  contract or
compensatory plan or arrangement required to be filed as an exhibit.

**Filed with this  Amendment  No. 1 to reflect the most recent amendments to the
Articles and Bylaws.

***Filed  with this  Amendment  No. 1 to  correct a  typographical  error in the
amount  previously  reported  as the  Allowance-Open  and to conform  the amount
thereof to the information  shown in the Filer's  financial  statements as filed
with Form 10-K.

No other exhibits are filed with this Amendment No. 1.