FORM 10-K

                       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)

                            [Cover page 1 of 2 pages]


<PAGE>


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.
















                            [Cover page 2 of 2 pages]



<PAGE>


                                  AMBANC CORP.
                               VINCENNES, INDIANA

               ANNUAL REPORT TO SECURITIES AND EXCHANGE COMMISSION
                                                 December 31, 1997

                                     PART I

                                ITEM 1. BUSINESS

GENERAL

         AMBANC Corp. (the  "Corporation") is a registered bank holding company.
The Corporation's  banking subsidiaries  recently have been combined to form two
principal subsidiaries, AmBank Indiana, N.A. and AmBank Illinois, N.A. Effective
July 1, 1996,  Citizens' National Bank of Linton,  Indiana,  was merged into The
American National Bank of Vincennes, Indiana, and the name of the resulting bank
was changed to AmBank Indiana,  N.A. ("AmBank  Indiana").  Also during 1996, the
name of Bank of Casey, Illinois, was changed to AmBank Illinois, and the name of
The First National Bank in Robinson,  Illinois,  was changed to AmBank Illinois,
N.A.  Effective March 1, 1997,  AmBank Illinois was merged into AmBank Illinois,
N.A. (the bank  resulting  from the merger is referred to hereinafter as "AmBank
Illinois")  (collectively  AmBank  Indiana and AmBank  Illinois  are referred to
herein as the "Banks").

         The Corporation  was organized as an Indiana  corporation on January 7,
1982. Since October 1, 1982, the Corporation's  principal  business has been the
ownership of the stock of its banking  subsidiaries.  The  Corporation's  Common
Stock is listed on the NASDAQ  National  Market  System and is traded  under the
symbol "AMBK."

         As a bank  holding  company,  the  Corporation  engages  in  commercial
banking through its banking  subsidiaries and can engage in certain  non-banking
businesses   closely   related  to  banking  and  own  certain  other   business
corporations that are not banks, subject to applicable laws and regulations.  In
addition to the Banks,  the  Corporation has as a subsidiary  American  National
Realty Corp., which owns various real estate,  which is leased to AmBank Indiana
for normal banking activities. Lincolnland Insurance Agency & Investments, Inc.,
a non-operating  shell  corporation that the Corporation  acquired in connection
with a 1994  Illinois  acquisition,  was  dissolved in 1996.  The  Corporation's
principal executive offices are located at 302 Main Street,  Vincennes,  Indiana
47591, and its telephone number is (812) 885-6418.

OPERATIONS

         The  Banks  engage  in a wide  range of  commercial,  agricultural  and
personal banking  activities,  including  accepting  demand deposits;  accepting
savings  and time  deposits  and  money  market  accounts;  making  secured  and
unsecured  loans to  corporations,  individuals  and others;  issuing letters of
credit;  offering safekeeping  services;  and providing financial counseling for
institutions  and individuals.  The Banks' lending services include  commercial,
agricultural, real estate, installment loans and credit cards. Revenues from the
Banks' lending activities comprise the largest component of the Banks' operating
revenues.

<PAGE>

         The Banks  provides a wide range of personal  and  corporate  trust and
trust-related  services,  including  serving as executor of estates,  as trustee
under testamentary and inter vivos trusts and various pension and other employee
benefit plans, as guardian of the estates of minors and incompetents,  as escrow
agent under various  agreements,  and as financial  advisor to and custodian for
individuals, corporations and others.

EMPLOYEES

         At December 31, 1997, the  Corporation  and the Banks had 309 employees
on a full-time  equivalent  basis.  Neither the  Corporation nor the Banks are a
party to any collective bargaining agreement.  Employee relations are considered
to be good.

REGULATION AND SUPERVISION

         General

         The  Corporation is subject to the Bank Holding Company Act of 1956, as
amended (the "BHC Act"),  and is required to file with the Board of Governors of
the  Federal   Reserve  System  ("FRB")  annual  reports  and  such   additional
information  as the FRB may  require.  The FRB  also may  make  examinations  or
inspections of the Corporation.

         The BHC Act  prohibits a bank  holding  company  from  engaging  in, or
acquiring direct or indirect control of more than 5 percent of the voting shares
of any  company  engaged  in,  non-banking  activities.  One  of  the  principal
exceptions  to  this  prohibition  is for  activities  deemed  by the  FRB to be
"closely related to banking." Under current regulations,  bank holding companies
and their subsidiaries are permitted to engage in such banking-related  business
ventures as sales and consumer  finance,  equipment  leasing,  computer  service
bureau and software operations, and mortgage banking.

         As national  banks,  AmBank  Indiana and AmBank  Illinois are under the
supervision of and subject to  examination  by the  Comptroller of the Currency.
Regulation and examination by banking regulatory  agencies are primarily for the
benefit of depositors rather than shareholders.

         Regulation of Expansion

         Under the BHC Act,  the  Corporation  must  receive  the prior  written
approval of the FRB or its delegate  before it may acquire  ownership or control
of more than five  percent  of the  voting  shares of  another  bank,  and under
Indiana  law it may not  acquire  25  percent  or more of the  voting  shares of
another bank without the prior  approval of the Indiana  Department of Financial
Institutions.


<PAGE>

         The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
(the "Interstate Act") provided for nationwide interstate banking and branching.
Since  September 30, 1995,  well-capitalized  bank holding  companies  have been
authorized,  pursuant  to the  legislation,  to acquire  banks and bank  holding
companies in any state.  The  Interstate  Act also permits banks to merge across
state lines,  thereby  creating a main bank in one state with  branches in other
states.  Interstate  branching by merger  provisions became effective on June 1,
1997,  unless a state took legislative  action prior to that date.  States could
pass laws to either "opt in" before June 1, 1997 or to  "opt-out"  by  expressly
prohibiting merger  transactions  involving  out-of-state  banks,  providing the
legislative  action was taken  before June 1, 1997.  Effective  March 14,  1996,
Indiana "opted in" to the interstate branching provisions of the Interstate Act.
Illinois  has  adopted  legislation  that  permitted   interstate  branching  by
acquisition effective June 1, 1997.

         Regulation of Capital Adequacy

         The  Federal  Reserve  Board,  the  Office  of the  Comptroller  of the
Currency and the Federal Deposit Insurance Corporation,  each has issued similar
risk-based capital guidelines for all U.S. banks and bank holding companies. The
guidelines  include  a  definition  of  capital  and  provide  a  framework  for
calculating weighted risk assets by assigning assets and off-balance sheet items
to broad risk categories. The guidelines also provide a schedule for achieving a
minimum  supervisory  standard for the ratio of  qualifying  capital to weighted
risk  assets.  All  banks  must  have  a  minimum  ratio  of  total  capital  to
risk-weighted  assets of 8.0 percent.  As of December 31, 1997, the  Corporation
was in  compliance  with  the  risk-based  capital  guidelines.  For a  detailed
discussion of regulatory  capital  requirements  and the Banks'  compliance with
such  requirements,   see  Note  18  of  the  Notes  to  Consolidated  Financial
Statements.

         Deposit Insurance

         The Bank's deposits are insured up to a maximum of $100,000 per insured
account by the FDIC through the Bank Insurance  Fund ("BIF").  Since BIF reached
its required 1.25 reserve ratio in 1995, the FDIC has reduced deposit  insurance
assessment  rates to historic  low levels.  The  assessment  rates  currently in
effect range from zero to $.27 per $100 of insured deposits, with the healthiest
banks,  including  the Banks,  not being  required to pay any deposit  insurance
premiums  for  the  period.  Legislation  enacted  in  September  1996  included
provisions for the  recapitalization of the Savings  Association  Insurance Fund
("SAIF").  As a result of this  legislation,  rates for  financial  institutions
insured  through SAIF have been  brought into parity with BIF rates.  All of the
Corporation's banking subsidiaries are BIF-insured  institutions  (however,  the
deposits that AmBank  Indiana  acquired from the  Princeton,  Indiana  branch of
First  Indiana Bank on March 17, 1995,  and the  deposits  that AmBank  Illinois
acquired from Olympic Federal Savings in Mt. Carmel, Illinois on March 27, 1992,
remain insured through SAIF). See Note 18 to the Notes to Consolidated Financial
Statements  and the  discussion  of  "Noninterest  Expense"  in the  Results  of
Operations  section  of  Management's   Discussion  and  Analysis  of  Financial
Condition and Results of Operations.

<PAGE>

         Dividends

         The Corporation is a legal entity separate and distinct from the Banks.
Substantially  all of the  Corporation's  cash income,  including  funds for the
satisfaction of the Corporation's debt service requirements,  for the payment of
its operating expenses, and for the payment of Corporation dividends, is derived
from dividends paid by the Banks. There are statutory and regulatory limitations
on the amount of dividends that may be paid to the Corporation by the Banks. The
prior approval of appropriate regulatory authorities is required if the total of
all dividends declared by AmBank Indiana or AmBank Illinois in any calendar year
would exceed net income for the preceding two calendar years.  For discussion of
the Banks' ability to pay dividends to the Corporation, see Note 18 of the Notes
to the Consolidated Financial Statements.

COMPETITION

         The banking  business  is highly  competitive.  The Banks'  market area
consists  principally of Knox,  Greene,  Gibson,  Vanderburgh,  Vigo and Eastern
Sullivan Counties in Indiana, and Crawford,  Clark, Lawrence and Wabash Counties
in Illinois,  although the Banks also compete with other financial  institutions
in those  counties  and in  surrounding  counties  in Indiana  and  Illinois  in
obtaining  deposits and providing  many types of financial  services.  The Banks
compete  with larger banks in other areas for the business of local and regional
offices of  companies  located in the Banks'  market  area and are  aggressively
seeking and have  acquired  commercial  loan  customers  from the  Indianapolis,
Indiana area.

         The Banks also  compete  with  savings  and loan  associations,  credit
unions,  production credit  associations and federal land banks and with finance
companies,  personal loan companies, money market funds and other non-depository
financial  intermediaries.  Many of these financial  institutions have resources
many  times  greater  than  those  of the  Banks.  In  addition,  new  financial
intermediaries  such as  money-market  mutual funds and large  retailers are not
subject  to  the  same  regulations  and  laws  that  govern  the  operation  of
traditional depository institutions.

         Recent  changes  in  federal  and  state law have  resulted  in and are
expected to continue to result in increased competition. The reductions in legal
barriers to the  acquisition  of banks by  out-of-state  bank holding  companies
resulting  from  implementation  of the  Interstate  Act and  other  recent  and
proposed  changes are expected to continue to further  stimulate  competition in
the markets in which the Banks  operate,  although it is not possible to predict
the extent or timing of such increased competition.

EFFECTS OF GOVERNMENT MONETARY POLICIES

         The  earnings  of  commercial  banks are  affected  not only by general
economic conditions but also by the policies of various governmental  regulatory
authorities.  In particular,  the FRB regulates money and credit  conditions and
interest  rates in order to influence  general  economic  conditions,  primarily
through  open-market  operations  in U.S.  Government  securities,  varying  the
discount rate on bank borrowings,  and setting reserve requirements against bank
deposits.  These  policies  have a significant  influence on overall  growth and
distribution of bank loans,  investments and deposits, and affect interest rates
charged on loans and earned on  investments  or paid for deposits.  FRB monetary
policies  have had a significant  effect on the operating  results of commercial
banks  in the  past  and  such  policies  are  expected  to  continue  to have a
significant  effect in the future.  The general effect, if any, of such policies
upon the future  business and earnings of the  Corporation  and the Banks cannot
accurately be predicted.

<PAGE>


FORWARD-LOOKING STATEMENTS

         This Form 10-K and  future  filings  made by the  Corporation  with the
Securities and Exchange Commission,  as well as other filings, reports and press
releases made or issued by the  Corporation  and the Banks,  and oral statements
made  by  executive   officers  of  the  Corporation  and  Banks,   may  include
forward-looking   statements   relating  to  such  matters  as  (a)  assumptions
concerning  future  economic  and  business  conditions  and their effect on the
economy in general  and on the markets in which the Banks do  business,  and (b)
expectations  regarding  future  revenues and earnings for the  Corporation  and
Banks,  acquisitions,  deposit  and loan  volume and  possible  new  products or
services.  Such forward-looking  statements are based on assumptions rather than
historical or current facts and, therefore, are inherently uncertain and subject
to risk.

         To comply  with the terms of a "safe  harbor"  provided  by the Private
Securities  Litigation  Reform  Act of 1995  that  protects  the  making of such
forward-looking  statements  from  liability  under certain  circumstances,  the
Corporation  notes that a variety of factors  could cause the actual  results or
experience  to  differ   materially  from  the  anticipated   results  or  other
expectations described or implied by such forward-looking  statements. The risks
and uncertainties that may affect the operations,  performance,  development and
results of the Corporation's and Banks' business include the following:  (a) the
risk of adverse changes in business conditions in the banking industry generally
and in the  specific  markets  in which the Banks  operate;  (b)  changes in the
legislative and regulatory  environment  that negatively  impact the Corporation
and Banks through increased operating expenses;  (c) increased  competition from
other financial and non-financial institutions;  (d) the impact of technological
advances;  and (e) other risks  detailed from time to time in the  Corporation's
filings with the Securities and Exchange  Commission.  The Corporation and Banks
do not  undertake  any  obligation  to  update  or  revise  any  forward-looking
statements subsequent to the date on which they are made.

                               ITEM 2. PROPERTIES

         The Banks conduct their  operations  from 26 banking offices located in
Vincennes,  Bicknell,   Evansville,   Sandborn,  Monroe  City,  Linton,  Patoka,
Princeton  and Terre Haute in  Indiana,  and  Robinson,  Palestine,  Casey,  Mt.
Carmel,  Flat  Rock,  Martinsville,  Westfield  and West Union in  Illinois.  In
addition, the Banks have a total of 26 automated teller machines.


<PAGE>

         AmBank  Indiana's  main  banking  office is located at 302 Main Street,
Vincennes.  The main office building contains  approximately  80,000 square feet
and  the  Corporation  occupies  approximately  80  percent  of the  space.  The
remaining  space is leased to third  parties.  All of the parcels of real estate
and buildings  utilized as banking offices of AmBank Indiana are owned by either
AmBank Indiana or American  National Realty Corp.,  except for six branches that
are leased.

         The  Corporation  also owns the main  offices and branch  locations  of
AmBank Illinois.

                            ITEM 3. LEGAL PROCEEDINGS

         Other than  ordinary  routine  litigation  incidental  to the business,
there are no material pending legal  proceedings to which the Corporation or its
subsidiaries are a party or of which any of their property is the subject.

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

         Not Applicable.

               SPECIAL ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT

         The  following  table sets forth  certain  information  relating to the
executive officers of the Corporation as of March 1, 1998.

<TABLE>

         Name                       Age                        Offices Held
         ----                       ---                        ------------
<S>                                  <C>             <C>                                                               
Robert G. Watson                     62              Chairman of the Board,  President and Chief Executive  Officer
                                                     of the Corporation and AmBank Indiana

Donald J. Demas                      57              Assistant Director of Human Resources of the Corporation

David A. Eck                         38              Vice President of the Corporation

Richard A. Fox                       55              Director of Human Resources of the Corporation

Dan J. Robinson                      50              Executive Vice President of AmBank Indiana

Robert E. Seed                       63              President,  C.E.O.  and a Director of AmBank  Illinois,  N.A.;
                                                     Vice President of the Corporation

Troy D. Stoll                        32              Chief  Financial  Officer,  Secretary  and  Treasurer  of  the
                                                     Corporation
</TABLE>

<PAGE>

     Officers  are elected  annually by the Board of  Directors  and serve for a
one-year  period and until  their  successors  are  elected.  No  officers  have
employment  contracts  except  Robert G. Watson,  whose  employment  contract is
incorporated  by reference  as Exhibit 10-A to this Report.  There are no family
relationships  between or among the persons  named.  Except as indicated  below,
each of the officers has held the same or similar  position with the Corporation
or the Banks for the past five years.

     Prior to his  appointment as Vice President of the Corporation in 1997, Mr.
Eck served as Vice  President of AmBank  Indiana for Branch  Administration  and
Retail Lending.

     Mr. Fox has been employed as the Corporation's  Director of Human Resources
since 1993.
     Mr. Robinson was in charge of the Administrative Division of AmBank Indiana
until 1993 when he was elected Executive Vice President.

     Mr. Seed was Chief  Executive  Officer and President of Bank of Casey prior
to its name change in 1996 to AmBank Illinois and its merger, effective March 1,
1997, into AmBank  Illinois,  N.A., at which time he became Vice President and a
Director of the Corporation.

     Mr. Stoll was appointed Chief Financial Officer, Secretary and Treasurer of
the  Corporation  in November  1997.  Prior to that date he had served as Senior
Auditor of the Corporation and Trust Officer of AmBank Indiana.

     For  information  concerning  the  Directors  of the  Corporation,  see the
Corporation's Proxy Statement.




<PAGE>


                                     PART II

         Information  for Items 5 through 8 of this  Report  appears in the 1997
Annual  Report to  Shareholders  as  indicated  in the  following  tables and is
incorporated  herein by reference from the Annual Report to  Shareholders  (page
references are to printed Annual Report):

ITEM 5.  MARKET FOR THE CORPORATION'S COMMON SHARES AND RELATED SECURITY HOLDER 
         MATTERS

                                                        Annual Report to
                                                         Shareholders
                                                             Page

          (a)  Market                                         47

          (b)  Holders                                        47

          (c)  Dividends                                      47


ITEM 6.   SELECTED FINANCIAL DATA

                                                        Annual Report to
                                                           Shareholders
                                                               Page

           Selected Financial Data                             48



ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
          RESULTS OF OPERATIONS

                                                          Annual Report to
                                                            Shareholders
                                                                 Page

            Management's Discussion and
            Analysis of Financial
            Condition and Results of
            Operations                                         29-47

<PAGE>

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                                                         Annual Report to
                                                           Shareholders
                                                               Page

             Management's Discussion and
             Analysis of Financial
             Condition and Results of
             Operations -- Liquidity and
             Rate Sensitivity                                   42-45


ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                                          Annual Report to
                                                             Shareholders
                                                                 Page

             Financial Statements and
             Supplementary Data                                  5-8


ITEM 9.  CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND 
         FINANCIAL DISCLOSURE

                           Not Applicable


                                    PART III

         Except as set forth below in "Directors  and Executive  Officers of the
Corporation,"  the  information  for  Items  10  through  13 of this  Report  is
incorporated  herein  by  reference  from  the  Corporation's  definitive  Proxy
Statement  for its Annual  Meeting of  Shareholders  to be held April 24,  1998,
which was filed with the Commission pursuant to Regulation 14A on or about March
27, 1998.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE CORPORATION

         The information required by this item relating to Executive Officers is
found under the heading "Special Item.  Executive Officers of the Registrant" in
Part I of this  Report and the  information  required  by this item  relating to
Directors  is  included  under  the  caption  "Election  of  Directors"  in  the
Corporation's  definitive Proxy Statement for its Annual Meeting of Shareholders
to be held  April 24,  1998,  which has been filed  with the  Commission  and is
incorporated herein by reference in this Form 10-K.

<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

         The  information  required by this item is  included  under the caption
"Executive Compensation" in the Corporation's definitive Proxy Statement for its
Annual Meeting of Shareholders  to be held April 24, 1998,  which has been filed
with the Commission and is incorporated by reference in this Form 10-K.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  information  required by this item is  included  under the caption
"Election of Directors" in the Corporation's  definitive Proxy Statement for its
Annual Meeting of Shareholders  to be held April 24, 1998,  which has been filed
with the Commission and is incorporated by reference in this Form 10-K.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The  information  required by this item is  included  under the caption
"Certain  Transactions" in the Corporation's  definitive Proxy Statement for its
Annual Meeting of Shareholders  to be held April 24, 1998,  which has been filed
with the Commission and is incorporated by reference in this Form 10-K.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

         The documents listed below are either filed as a part of this Report or
incorporated  by  reference  from  the  Annual  Report  to  Shareholders  or the
Corporation's Registration Statement as indicated.




<PAGE>

         (a)1.  Financial Statements.
                                                     Annual Report to
                                                        Shareholders
                                                            Page

         Independent Auditors' Report                         4

         Consolidated Balance Sheets as of
         December 31, 1997 and 1996                           5

         Consolidated Statements of Income for
           the years ended December 31, 1997,
           1996 and 1995                                      6

         Consolidated Statements of Changes
           in Shareholders' Equity for the
           years ended December 31, 1997,
           1996 and 1995                                      7

         Consolidated Statements of Cash Flows
           for the years ended December 31,
           1997, 1996 and 1995                                8

         Notes to Consolidated Financial
           Statements                                       9-27

         All other schedules have been omitted because the required  information
is either  inapplicable or has been included in the  Corporation's  consolidated
financial statement or notes thereto.

         (a)2.  Schedules.

         All schedules  have been omitted  because the required  information  is
either  inapplicable  or has been  included  in the  Corporation's  consolidated
financial statements or notes thereto.

         (a)3.  Exhibits.

         The exhibits  filed as part of this Report on Form 10-K are  identified
in the Exhibit Index, which Exhibit Index specifically identifies those exhibits
that describe or evidence all  management  contracts and  compensatory  plans or
arrangements required to be filed as exhibits to this Report. Such Exhibit Index
is incorporated herein by reference,

         (b)      Reports on Form 8-K.

         No reports on Form 8-K were filed during the quarter ended December 31,
1997.

<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 23, 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 23, 1998                       /s/ Robert G. Watson
                                            Robert G. Watson, President, 
                                            Chief Executive Officer, and
                                            Director


Date:  March 23, 1998                       /s/ Troy D. Stoll
                                            Troy D. Stoll, Chief Financial 
                                            Officer (Principal Accounting
                                            Officer and Principal Financial 
                                            Officer)


Date:  March  ___, 1998                     __________________________________
                                            Glen G. Apple, Director


Date:  March 25, 1998                       /s/ Christina M. Ernst
                                            Christina M. Ernst, Director


Date:  March 25, 1998                       /s/ Robert D. Green
                                            Robert D. Green, Director


Date:  March 25, 1998                      /s/ Rolland L. Helmling            
                                           Rolland L. Helmling,
                                           Director

<PAGE>


Date:  March ___, 1998                     ___________________________________
                                            Gerry M. Hippensteel, Director


Date:  March ___, 1998                     ____________________________________
                                           Rebecca A. Kaley, Director


Date:  March 25, 1998                      /s/ Bernard G. Niehaus
                                           Bernard G. Niehaus, Director


Date:  March ___, 1998                     ___________________________________
                                           Robert E. Seed, Director


Date:  March 25, 1998                      /s/ John A. Stachura, Jr.
                                           John A. Stachura, Jr. Director


Date:  March ___, 1998                    ____________________________________
                                          Phillip M. Summers, Director


Date:  March 25, 1998                      /s/ Frank J. Weber
                                           Frank J. Weber, Director





<PAGE>


                                  EXHIBIT INDEX

Exhibits

         3-A        Restated  Articles of Incorporation of the Corporation.  The
                    copy  of  this   Exhibit   filed  as  Exhibit   3.1  to  the
                    Registration  Statement  Under the Securities Act of 1933 on
                    Form S-4 filed by the  Corporation on January 22, 1993 (File
                    No. 33-57296), is incorporated herein by reference.

         3-B        Bylaws of the  Corporation,  as amended to date. The copy of
                    this  Exhibit  filed  as  Exhibit  3-B to the  Corporation's
                    Annual  Report on Form 10-K for the year ended  December 31,
                    1993, is incorporated herein by reference.

        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.*

<PAGE>

         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         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.