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                               AmBase Corporation
                       Code of Business Conduct and Ethics



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<TABLE>


                                Table of Contents

<S><C>                                                                   <C>

A. Introduction............................................................1
B. Overview................................................................2
C. Protecting and Respecting Confidential Information and
   Intellectual Property...................................................2
D. Media Inquiries.........................................................3
E. Fair Business Practices and Fair Competition............................4
F. Conflicts of Interest...................................................4
   1. General Discussion...................................................4
   2. Doing Business with Family Members...................................5
   3. Ownership in Other Businesses........................................6
   4. Outside Employment...................................................6
   5. Service on Boards....................................................6
   6. Business Opportunities...............................................7
   7. Personal Loans to Officers...........................................7
G. Giving and Accepting Business Courtesies................................7
H. Protection and Proper Use of Company Assets and Third Party Property....8
I. Accurate Books and Records..............................................8
J. Disclosure of Company Information.......................................9
K. Compliance with Laws/Insider Trading...................................10
L. Activity...............................................................11
M. Equal Employment Opportunity and Anti-Harassment.......................11
N. Health and Safety......................................................12
O. Reporting Violations of the Code.......................................12
P. Additional Responsibilities of Managers................................13
Q. Waiver of Provisions of the Code.......................................13
R. Code of Ethics Certification...........................................13
</TABLE>
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                                                     5


     A. Introduction

     AmBase  Corporation  (together  with  its  subsidiaries,  collectively  the
"Company" or "AmBase") is committed to  maintaining  excellence and integrity in
the conduct of our  business and full  compliance  with all laws that govern our
operations.  This means conducting  business ethically and legally. To meet this
commitment, our Board of Directors has adopted this Code of Business Conduct and
Ethics (the "Code").  All employees  (including officers) of AmBase must conduct
themselves in compliance with the Code.

     The  Code is not an  employment  contract  -  although  adherence  to these
standards is a condition of employment - nor does it replace any current Company
policies or procedures.  Rather, the purpose of this Code is to communicate what
the Company expects of you with respect to complying with laws,  regulations and
Company  policies  and  treating  those  with whom you deal with  consideration,
understanding,  integrity  and respect.  The Code provides  general  information
about the various laws that apply to our  operations  so that you can  recognize
issues and avoid problems.  The standards and  expectations  outlined within the
Code  are  intended  as a guide  to  making  good  choices,  but the Code is not
intended to cover all of our Company  policies or all laws and regulations  that
you must follow. When faced with a complicated situation,  it is often difficult
to decide which is the most ethical  path.  You have the  responsibility  to ask
questions,  seek guidance,  report  suspected  violations,  and express concerns
regarding compliance with the Code and related procedures.

     AmBase's  basic  philosophy is that the Company and our  employees  have an
obligation to fellow employees, customers, investors,  regulators, suppliers and
the communities in which we conduct  business,  to observe the highest standards
of integrity  and fair  dealing.  You are  responsible  for  ensuring  that your
behavior,  and that of persons  reporting to you, is honest,  ethical and legal.
Your personal compliance with this Code, and that of your subordinates,  will be
a consideration in periodic performance evaluations.

     Violations of this Code, or failure to detect and report violations through
willful disregard,  may result in disciplinary  action,  including suspension or
termination of employment. In addition, persons who violate the Code may also be
violating federal,  state, or local laws, regulations or policies. You should be
aware that - apart from any  disciplinary  measures  that the Company may take -
you may be separately subject to personal  prosecution,  imprisonment and fines,
and you may be required to reimburse  the Company,  the  government or any other
person or  entity  for any  losses  or  damages  resulting  from the  violation.
Moreover,  you must  realize  that,  by law,  AmBase  itself  may be  subject to
prosecution,  significant  fines or other  legal  action  due to the  illegal or
improper conduct of its employees.
<PAGE>

     B.  Overview

     Unlawful and unethical  business practices are a particular concern because
they undermine employee and customer trust. We depend upon you to be trustworthy
and to follow  established  standards  of  ethical  business  practice.  You are
encouraged to pay particular  attention to those sections of the Code that apply
to the type of work that you perform. The following topics are covered below:

o Protecting  and  Respecting  Confidential  Information  and  Intellectual
  Property
o Media  Inquiries
o Fair  Business  Practices  and Fair  Competition
o Conflicts of Interest
o Giving and  Accepting  Business  Courtesies
o Protection and Proper Use of Company  Assets and Third Party  Property
o Accurate Books and Records
o Disclosure of Company Information
o Compliance with Laws / Insider Trading
o Political Activity
o Equal Employment  Opportunity and Anti-Harassment
o  Health  and  Safety
o  Reporting   Violations   of  the  Code
o  Additional Responsibilities of Managers
o Waiver of Code Provisions

     If you need to contact one of the people  referenced  in this Code,  please
see the page  attached at the end of this  document  entitled  "Helpful  Contact
Information."



     C.  Protecting and Respecting  Confidential  Information  and  Intellectual
Property

     AmBase's  trade  secrets and  confidential  information  may not be used or
disclosed except as appropriate in connection with AmBase's business activities.
AmBase  respects  the  intellectual  property,  trade  secrets and  confidential
information of third parties and such  information may not be obtained,  used or
disclosed without appropriate authorization.

         When conducting business, many of you may become privy to confidential
information about AmBase, our present and prospective customers and suppliers,
our shareholders and employees. Persons who possess such confidential
information must understand that it has been given to them for an express
business purpose, may be disclosed only on a need-to-know basis and used only
for a proper business purpose. You must safeguard AmBase's confidential
information, intellectual property and trade secrets and refrain from
unauthorized use or disclosure of this information.
<PAGE>

     Improper  disclosure  or receipt  of  confidential  information  can expose
AmBase to legal  liabilities and the loss of intellectual  property  rights.  In
conducting business, do not ask for information to which you are not entitled or
disclose  information  that  should  remain  private.  This  applies not only to
AmBase's  information,  but information  that belongs to a third party such as a
supplier, competitor or customer.

     Protecting AmBase's  confidential  information,  intellectual  property and
trade secrets is extremely important.  Because we are open in our communications
within AmBase,  you may be aware of or have access to confidential  information.
The release of confidential  information,  whether intentional or unintentional,
can injure AmBase financially and competitively. Confidential information should
not be disclosed to any company or individual, including other AmBase personnel,
without proper authorization.

     You may  possess  or have  access  to  confidential  information  of others
including former employers,  vendors, customers or competitors. It is our policy
to respect the confidential  information and intellectual property of others. In
keeping with this policy, you may not use or disclose confidential,  proprietary
information of a former  employer,  competitor,  vendor or customer  unless such
information has been properly obtained and its disclosure authorized. You should
not accept or receive confidential information of another person or entity under
any  circumstance  except  pursuant to a written  confidentiality  agreement and
appropriate authorization.

     D. Media Inquiries

     From  time to  time,  representatives  of the news  media  call or write to
people  in the  Company  seeking  information.  All  media  inquiries  should be
referred to the Chief Executive Officer.

     The Chief Executive Officer should sit in on media interviews, whether they
are conducted in person or over the telephone. To avoid any misunderstandings or
inaccuracies in media reports about the Company,  the following  procedures must
be followed:

o Do not answer any media inquiries on your own. Instead, refer
  all inquiries to the Chief Executive Officer. Inaccurate
  information or forward-looking statements about AmBase's
  future plans could harm the Company. Since AmBase is a public
  company, providing certain information to members of the media
  could require actions under securities laws.

o Do not permit any media representative or third party to
  photograph or videotape AmBase's offices or employees without
  first obtaining approval from the Chief Executive Officer.

     The Chief  Executive  Officer will  determine  the  appropriateness  of all
articles placed in newspapers and in-house trade publications.
<PAGE>
     E. Fair Business Practices and Fair Competition

     AmBase must comply with the antitrust  laws and may not make any agreements
in  restraint  of trade.  You should  endeavor to deal fairly with  competitors,
customers and suppliers.  You should not take unfair  advantage of anyone though
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts or any other unfair practices.

     We compete  vigorously,  but always  ethically and in compliance  with laws
that promote competition in the marketplace.  You should not have discussions or
make any agreements  with  competitors in restraint of trade,  whether formal or
informal, written or unwritten, concerning prices or credit terms, submission of
bids or offers,  allocations  of markets,  or orders,  limits on  production  or
distribution,  or boycotts of suppliers or  customers.  An  "agreement"  in this
context need not be in writing.  Verbal  exchanges  such as discussions at trade
association meetings can be viewed as an agreement.  For this reason, you should
always be careful in both formal and informal dealings with  competitors.  Avoid
discussions  with  competitors  about  market  share,  projected  sales  for any
specific  product or service,  revenues and expenses,  unannounced  products and
services,  pricing strategies,  marketing,  salaries, wages and benefits and, of
course, any proprietary Company information.

     Never  attempt to induce a customer to cancel a contract with a competitor,
except in accordance with the stated terms of that contract.  The United States,
Canada, the European Community,  and many other nations have antitrust and other
trade laws and regulations,  which mandate free and fair  competition.  All such
laws must be  obeyed.  Violations  of  antitrust  laws,  whether  deliberate  or
accidental,  expose  AmBase  and  individual  employees  to civil  and  criminal
penalties  and  lawsuits.   Contact  the  Compliance  Officer  to  clarify  your
responsibility.

     F. Conflicts of Interest

     1. General Discussion

     You owe the Company a high degree of loyalty,  have a duty to avoid  actual
or potential conflicts of interest, and must place the Company's interest in any
business  transaction  ahead of any personal interest or personal gain. You must
disclose to  management  all of the facts in any  situation  where a conflict of
interest may arise.

     You must be able to perform your duties and exercise  judgment on behalf of
the Company without  influence or impairment,  or the appearance of influence or
impairment, due to any activity, interest or relationship that arises outside of
work. Put more simply, when your loyalty to the Company is affected by actual or
potential  benefit or influence from an outside  source,  a conflict of interest
exists. You should be aware of any potential influences that impact or appear to
impact your loyalty to the  Company.  In general,  you should  avoid  situations
where your personal interests conflict, or appear to conflict, with those of the
Company.

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     Any time you believe a conflict of interest  may exist,  you must  disclose
the potential conflict of interest to the Compliance Officer.  Any activity that
is approved,  despite the actual or apparent  conflict,  must be  documented.  A
potential  conflict  of interest  that  involves an  executive  officer  must be
approved by the Board of  Directors  or its  designated  committee.  A potential
conflict  of  interest  involving  all other  employees  must be approved by the
Compliance  Officer  and  may be  reported  to the  Board  of  Directors  or its
designated committee.

     It is not  possible  to  describe  every  conflict  of  interest,  but some
situations that could cause a conflict of interest include:

     o Doing  business with family members
     o Having a financial interest in a competitor of AmBase or in a
       supplier, customer, or other company with whom AmBase does business
     o Taking a second job or managing your own business
     o Serving  as a director  of another  business  or being a leader in some
       organizations
     o Taking  personal loans from AmBase
     o Diverting a business opportunity from AmBase to another company

     2. Doing Business with Family Members

     A conflict of  interest  may arise if family  members  work for a supplier,
customer,  competitor or other third party with whom AmBase does business. There
may also be a conflict if a family member has a significant  financial  interest
in a supplier,  customer,  competitor or other third party with whom AmBase does
business.  A "significant  financial  interest" is defined  below.  Before doing
business on AmBase's  behalf with an organization in which a family member works
or has a  significant  financial  interest,  you must  disclose  and discuss the
situation with the Compliance Officer. You should document the approval if it is
granted.  If the only interest you have in a supplier,  customer,  competitor or
other third party with whom AmBase does  business is that a family  member works
there,  then  you do not need to  disclose  the  relationship  or  obtain  prior
approval unless you deal with the supplier,  customer,  competitor or such other
third party.

     "Family members" include your:

     o Spouse     o  Brothers  or  sisters
     o Parents    o  In-laws
     o  Children  o Life partner

     Employing  relatives or close  friends who report  directly to you may also
create a conflict of  interest.  Although  the Company  encourages  employees to
refer candidates for job openings, employees who may influence a hiring decision
must avoid  giving an unfair  advantage to anyone with whom they have a personal
relationship.  In particular,  employees should not hire relatives or attempt to
influence any decisions about the employment or advancement of people related to
or otherwise close to them,  unless they have disclosed the  relationship to the
Compliance Officer who has approved the decision.
<PAGE>

     3. Ownership in Other Businesses

     Your investments can cause a conflict of interest.  In general,  you should
not own, directly or indirectly, a significant financial interest in any company
that does business with or seeks to do business with AmBase. You also should not
own a significant financial interest in any of AmBase's competitors.

     Two tests determine if a "significant financial interest" exists:

     o You or a family member own more than 1% of the outstanding
       stock of a business or you or a family member have or share
       discretionary authority with respect to the decisions made by
       that business, or

     o The  investment  represents  more than 5% of your total assets or of your
       family member's total assets.

     If you or a family member has a significant financial interest in a company
with whom AmBase does business or proposes to do business, that interest must be
approved by the Compliance Officer prior to the transaction.

     4. Outside Employment

     Employees are not permitted to take  additional  part-time jobs or do other
work  after  hours,  such as  consulting  or other  fee-earning  services  which
competes or conflicts  with the business or services of the Company or which may
effect or conflict with their work and job responsibilities for the Company.

     Employees may contact the  Compliance  Officer for more  information  about
AmBase's policies concerning outside employment.



     5. Service on Boards

     Serving  as a  director  of another  corporation  may create a conflict  of
interest.  Being  a  director  or  serving  on  a  standing  committee  of  some
organizations, including government agencies, also may create a conflict.

     Before  accepting  an  appointment  to  the  board  or a  committee  of any
organization whose interests may conflict with the Company's interests, you must
discuss it with and obtain approval from the Compliance Officer.

<PAGE>

     6. Business Opportunities

     Business opportunities relating to the kinds of activities AmBase typically
pursues  that arise during the course of your work or through the use of Company
property  or   information   belong  to  AmBase.   Similarly,   other   business
opportunities  that fit into the Company's  strategic plans or satisfy  AmBase's
commercial objectives that arise under similar conditions also belong to AmBase.
An employee  may not direct  these kinds of business  opportunities  to AmBase's
competitors,  to other third  parties or to other  businesses  that the employee
owns or is affiliated with.

     7. Personal Loans to Officers

     In  furtherance  of the  provisions  of  the  Sarbanes-Oxley  Act  of  2002
prohibiting companies from making loans to their executive officers, AmBase will
not extend credit in the form of personal loans to any of our officers.

     G. Giving and Accepting Business Courtesies

     AmBase purchases  products and services on the basis of quality,  price and
reliability.  We expect our  customers  to purchase our products and services on
the same basis. All of our business transactions should be objective and free of
improper outside influence.

     A business  courtesy is any benefit for which fair market value is not paid
by the recipient. This can include entertainment,  meals, beverages, recreation,
hospitality, transportation,  discounts, tickets and passes. Neither you nor any
member of your  family  should  give,  accept or solicit  any item that could be
construed as a bribe or kickback,  or that might give the impression  that there
is an attempt to influence objective judgment or reward favorable treatment in a
business relationship. You should never accept or give cash or its equivalent in
connection  with a business  transaction.  Before giving or accepting a business
courtesy,  an employee  should consult with his or her manager or the Compliance
Officer.

     AmBase  employees may not give or accept gifts or gratuities of more than a
"nominal  value"  from  individuals  in a  business  relationship  with  AmBase,
including  actual or potential  customers or suppliers.  "Nominal Value" is less
than $100 (or equivalent local currency). Employees may not give or receive cash
or cash  equivalents.  If you receive a gift greater than "nominal  value",  you
must report it to the  Compliance  Officer.  If you have any  questions ask your
manager or the  Compliance  Officer.  You are required to report  accurately any
gifts given of more than nominal  value,  their  recipients,  and values to your
manager.

     You may  provide  or accept  business  meals and  entertainment,  including
attendance  at sporting  and cultural  events,  if they are  associated  with an
appropriate business purpose. The value of these items should be reasonable,  so
that their public disclosure would in no way compromise AmBase. Discuss any such
items  with  your  manager  or the  Compliance  Officer.  Report  all  meals and
entertainment  you provide on your  AmBase  expense  reports on an accurate  and
timely basis.
<PAGE>
     In  many  countries,   including  the  United  States,   providing   gifts,
gratuities,  and  entertainment  to  government  officials  is illegal.  Equally
important, this raises serious ethical concerns. Similarly, laws and regulations
may preclude government officials from accepting courtesies. You may not provide
any gifts,  gratuities or  entertainment  in a manner that would be inconsistent
with applicable laws and regulations.



     H. Protection and Proper Use of Company Assets and Third Party Property

     AmBase  provides  you  with  resources  to help  you do your  job.  You are
responsible for ensuring that these resources,  including  equipment,  supplies,
documents, mail, and data are used only for AmBase business.  Information stored
on Company equipment,  including voice mail,  e-mail,  disk and other electronic
forms is subject to review at the Company's discretion. Software and information
owned and licensed by AmBase  remains  AmBase's  property  even if it resides on
your computer at home. Maintain all Company property and information in a proper
manner and return it when your employment ends. You must respect the copyrights,
trademarks, and patents of our suppliers. No material may be duplicated,  quoted
or reproduced unless our license specifically allows such activity.

     Employees  have an  obligation to use  productively  the time for which the
Company pays them and to devote all of their work hours to  activities  directly
related to Company business or Company-supported  activities authorized by their
manager.

     Theft,  misuse  or abuse of  Company,  employee  or  customer  property  is
strictly  prohibited  and,  under  certain   circumstances,   may  be  addressed
externally by law enforcement authorities as well as by internal measures.



     I. Accurate Books and Records

     You must  record and  report  information  accurately  and  honestly.  This
includes  reports of time worked,  business  expenses and other business related
activity.  The Company's financial statements and the books and records on which
they  are  based  must  always  accurately  and  fairly  reflect  the  Company's
activities and  transactions  in accordance with generally  accepted  accounting
principles and our accounting and financial policies.

     Employees are personally  responsible  for the accuracy and adequacy of the
reports and records they prepare and the information they provide to others.  No
undisclosed or unrecorded  corporate  funds or assets may be established for any
purpose,  nor may  AmBase  funds be  placed  in any  personal  or  non-corporate
account.  All entries on the Company's books and records must represent the true
nature of the transaction  described and no entry may be made that intentionally
hides or disguises the true nature of a transaction.  All  transactions  must be
supported by accurate documentation.
<PAGE>

     No  payment  on  behalf of the  Company  may be  approved  or made with the
intention, understanding or awareness that any part of the payment is to be used
for any  purpose  other than that  described  by the  documents  supporting  the
payment.  All receipts and disbursements must be fully and accurately  described
on the books and  records of the Company and must be  supported  by  appropriate
documentation properly describing the purposes thereof.

     The  falsification  of records is always  unethical  and is often  illegal.
Anyone who believes that the Company's  books and records are not in accord with
these  requirements  should  immediately  report  the matter to a manager or the
Compliance Officer.

     Company  books,   records,   accounts  and  financial  statements  must  be
maintained in a manner that is both accurate and subject to audit.



     J. Disclosure of Company Information

     All  reports  filed with the SEC must  contain  disclosures  that are full,
fair, accurate,  timely and understandable.  All persons who are responsible for
preparing reports to be filed with the SEC must ensure that these reports do not
contain any untrue statements of material facts or omit to state a material fact
necessary in order to make the  statements  made, in light of the  circumstances
under which such statements were made, not misleading. In addition, all periodic
reports  containing  financial  statements must fully comply with the Securities
Exchange Act of 1934,  and the  disclosures in these reports must fairly present
the operations and financial condition of the Company.

     The Chief  Executive  Officer,  Chief  Financial  Officer and other  senior
executive  and  financial  officers are  responsible  for  promptly  considering
whether changes to the Company's  financial condition or operations are material
and, if so, they must make appropriate  disclosure of these changes. All reports
filed with the SEC,  press  releases or any other  public  disclosure  should be
written in "plain English" such that investors will understand the disclosures.

     As  a  publicly  traded  company,   AmBase  is  subject  to  Regulation  FD
promulgated by the SEC. Under Regulation FD,  executive  officers of the Company
and all other officers and employees who regularly  communicate with analysts or
actual or potential  investors in the  Company's  securities,  must not make any
intentional  disclosure of material  nonpublic  information about the Company to
individuals such as broker-dealers,  investment advisers,  or research analysts,
unless  public  disclosure of such  information  is made  simultaneously.  If an
unintentional  disclosure of material,  nonpublic  information  is made,  public
disclosure of such information must be made promptly thereafter. In such a case,
the Company  may (i) file with the SEC a Current  Report on Form 8-K (or another
public  filing  such as a 10-K or 10-Q)  disclosing  that  information;  or (ii)
disseminate  the  information  through  another  method  of  disclosure  that is
reasonably  designed  to provide  broad,  non-exclusionary  distribution  of the
information to the public,  such as the  distribution of a press release through
widely circulated news and wire services.
<PAGE>


     K. Compliance with Laws / Insider Trading

     In conducting the Company's  business,  you are required to comply with all
applicable laws, rules and regulations. Violations of law will not be tolerated,
and any  violations  or suspected  violations  must  promptly be reported to the
Compliance Officer.

     Insider  trading is of particular  concern in this context.  No employee or
person  affiliated with AmBase may buy or sell, or advise others to buy or sell,
securities on the basis of "inside  information" until that information has been
fully  disseminated to the public.  Inside  information is any information about
AmBase  or its  business  that you may  learn  about  in  connection  with  your
relationship with the Company,  which is not generally known to the public,  and
which would be considered  material in a decision to buy, sell or hold the stock
of a company.

     Some  examples  of  inside  information  include:  financial  forecasts  or
results,   product  information,   marketing  plans,  proposed  acquisitions  or
divestitures,  strategic  plans or  information  about  significant  product  or
service developments.

     Information  is generally  considered  "public" two full trading days after
there has been an  announcement  of the  information by the Company,  such as an
announcement  through radio,  television,  news wire services,  or in a document
like an annual report or  prospectus.  It should be noted that certain  officers
have been  designated  "Section 16 Persons" at AmBase.  Section 16 Persons  have
additional  limitations  and  obligations  with  regard to  trading  in  Company
securities.

     Inside information may not be disclosed to any person, including friends or
family members, and you are absolutely prohibited from using such information as
a basis for trading in the Company's stock.  Unauthorized disclosure of material
non-public  information,  even to family and friends, could be harmful to AmBase
and could  subject you to personal  liability  for civil and criminal  penalties
under  the  securities  laws  if any  trades  are  made  on the  basis  of  this
information.  The SEC monitors all stock  transactions  and regularly  commences
investigations of persons who sell securities  before negative  announcements or
who buy securities prior to positive announcements. You must exercise the utmost
discretion in your  transactions in AmBase stock,  and if you have any doubts as
to the  propriety of any such  transaction,  you should  contact the  Compliance
Officer.



<PAGE>




     L. Political Activity

     AmBase will fully comply with all  political  contribution  laws. To ensure
compliance  with federal and state statutes that prohibit or restrict  corporate
political  contributions,  Company  funds or assets  may not be  contributed  or
loaned, or business courtesies extended,  to any political party or committee or
to any candidate for or holder of any government position.

     It is against  Company policy for employees to lobby our other employees on
behalf of a political  candidate during the work day. It is also against Company
policy to reimburse  employees for any political  contributions or expenditures.
Outside  normal office hours,  employees  are free to  participate  in political
campaigns on behalf of candidates or issues of their  choosing,  as well as make
personal political contributions.



     M. Equal Employment Opportunity and Anti-Harassment

     AmBase is committed to providing  equal  employment  opportunities  for all
employees  and will not  tolerate  any speech or conduct that is intended to, or
has the effect of,  discriminating  against or harassing any qualified applicant
or employee  because of his or her race,  religion,  sex  (including  pregnancy,
childbirth or related medical  conditions),  national origin,  age,  physical or
mental  disability,  veteran status or any  characteristic  protected by law. We
will  not  tolerate   discrimination   or   harassment  by  anyone  -  managers,
supervisors,  co-workers or customers. This policy extends to every phase of the
employment  process,   including  recruiting,   hiring,   training,   promotion,
compensation, benefits, transfers, discipline and termination, layoffs, recalls,
and  company-sponsored   educational,   social  and  recreational  programs,  as
applicable. Employees who observe conduct that they believe is discriminatory or
harassing (or feel they have been the victim of  discrimination  or  harassment)
should notify the Compliance Officer immediately.

     AmBase not only forbids unlawful discrimination, but also takes affirmative
action to ensure that applicants are employed,  and employees are treated during
employment,  without regard to their race, religion,  sex (including  pregnancy,
childbirth or related medical  conditions),  national origin,  age,  physical or
mental disability, veteran status or any characteristic protected by law.

         One of the tenets of this Code is that all employees are accountable
for promoting equal opportunity practices within the Company. We must do this
not just because it is the law, but because it is the right thing to do.

     AmBase  will not  retaliate  against any  employee  for filing a good faith
complaint  under any  anti-discrimination  and  anti-harassment  policies or for
cooperating in an  investigation  of any such complaint and will not tolerate or
permit retaliation by management or co-workers.  To the fullest extent possible,
the Company will keep complaints and the terms of their resolution confidential.
<PAGE>



     N. Health and Safety

     AmBase is committed to providing  safe and healthy  working  conditions  by
following all occupational health and safety laws governing Company activities.

     AmBase  believes that  management  and each and every employee has a shared
responsibility  in the  promotion  of health  and safety in the  workplace.  You
should  follow  all  safety  laws and  regulations,  as well as  company  safety
policies and procedures.  You should immediately report any accident,  injury or
unsafe  equipment,  practices or  conditions  to your manager or the  Compliance
Officer.



     O. Reporting Violations of the Code

     Any  conflicts of interest and any  violations of the Code must be reported
to a manager or the  Compliance  Officer (for the Compliance  Officer's  contact
information, please see "Contact Information" attached to this document.) Anyone
who violates this Code,  fails to report a violation or knowingly  makes a false
compliance  certification  will be  subject  to  discipline,  which may  include
termination of employment.

     To the extent feasible,  your communication will be treated confidentially,
and no employee will be discharged, demoted, suspended,  threatened, harassed or
in any manner  discriminated  against for  reporting  in good faith an actual or
suspected  violation of this Code,  any other Company policy or procedure or any
applicable law. All reports may be made by telephone,  in writing or through any
other method preferred by the employee, and may be made anonymously.

     You  are  encouraged  --  and  indeed  required  --  to  report   suspected
violations.  However,  reporting the violation will not automatically "immunize"
you from any  disciplinary  action if the  investigation  later reveals that you
violated the law or a related  AmBase policy;  in these cases,  the Company will
take appropriate disciplinary action.

     The Company has in place two simple forms to help you in raising compliance
questions or reporting  possible  compliance  violations:  a "Question  Referral
Form" and an "Incident  Reporting  Form".  These forms are attached to the Code.
Additional copies may be obtained from the Compliance  Officer. Be sure that you
report  enough  facts  (who,  what,  when,  where,  how) so that the Company can
adequately respond to questions and investigate reports.




<PAGE>


     P. Additional Responsibilities of Managers

     AmBase's managers are expected to lead according to the Company's standards
of ethical  conduct and to demonstrate  their  personal  commitment to the Code.
Managers are  responsible for promoting and ensuring that all employees meet the
Company's  ethics  and  compliance  objectives.   Managers  should  consistently
communicate and reinforce the Code and related polices to employees and foster a
work  environment  that encourages  employees to act ethically and in compliance
with the  Code.  Managers  should,  when  necessary,  be  available  to  provide
employees with information and advice  regarding ethics and compliance  matters.
Managers must follow Company  guidelines for  appropriate  discipline  regarding
ethics or compliance  violations and must be diligent in reporting any suspected
violations  and any  unethical  or illegal  conduct  by  employees  under  their
supervision.



     P. Waiver of Provisions of the Code

     Requests  for a waiver of any  provision  of the Code must be  submitted in
writing to the Compliance Officer,  who has authority to decide whether to grant
the waiver.  However,  a waiver of any  provision  of this Code for an executive
officer  must be  approved  by the  Board of  Directors  or a  designated  board
committee  and will be promptly  disclosed  to the extent  required by law.  The
Compliance  Officer  will  regularly  report  to the  Board  of  Directors  or a
designated board committee, waivers that have been granted to employees.



     Q. Code of Ethics Certification

     All employees (including officers) are provided a copy of the Code with the
understanding  that  compliance  with  the  specific  guidelines  of the Code is
required as a condition of  employment.  All recipients of the Code are required
to certify that they have read the Code and will comply with the Code.



<PAGE>




     Certification

     I have  received a copy of the AmBase Code of  Business  Conduct and Ethics
("Code") and have fully read and understand my responsibility to comply with the
Code. I will comply with the Code, and all other Company policies,  and laws and
regulations  applicable to AmBase.  If I become aware of any potential or actual
noncompliance  with the  Code,  policy or  procedure  or any  applicable  law or
regulation,  whether by me or by another  employee,  I will promptly report such
noncompliance.

     I acknowledge that any violation of the Code, policy or procedure,  or laws
or  regulations  applicable  to AmBase will result in  appropriate  disciplinary
action,  ranging from reprimand to termination.  I understand that I may discuss
any  questions  or issues  regarding  the Code with my manger or the  Compliance
Officer.





------------------------------
Signature



-------------------------------
Typed or Printed Name



-------------------------------
Title or Position



-------------------------------
Date





     Please return this form to John Ferrara,  Vice President & Chief  Financial
Officer, AmBase Corporation


<PAGE>


     CONFIDENTIAL

     AmBase Code of Business Conduct and Ethics Question Referral Form


Date of Question:

-----------------------------------------------------------------------------

Person Asking Question:

-----------------------------------------------------------------------------

Primary Contact:

-----------------------------------------------------------------------------

Question:

-----------------------------------------------------------------------------

-----------------------------------------------------------------------------

-----------------------------------------------------------------------------

Submit to:........The Compliance Officer
John Ferrara
Vice President & Chief Financial Officer
AmBase Corporation

Use reverse side if additional space is needed











<PAGE>

CONFIDENTIAL

     AmBase Code of Business Conduct and Ethics Incident Reporting Form



Date of Report:

--------------------------------------------------------------------------

Date(s) of Incident(s):

--------------------------------------------------------------------------

Person(s) Involved:

--------------------------------------------------------------------------

Description of Incident:   _______________________________________________

--------------------------------------------------------------------------
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Person Reporting (optional):
Person Completing Form (if different):
Submit to: The Compliance Officer
John Ferrara
Vice President & Chief Financial Officer
AmBase Corporation

Use reverse side if additional space is needed.







<PAGE>

     Helpful Contact Information

     Compliance Officer

     John Ferrara
     Vice President and Chief Financial Officer
     AmBase Corporation
     100 Putnam Green, 3rd Floor
     Greenwich, CT 06830
     Tele: 203-532-2054
     Fax: 203-532-1115


     Chairman of the Board of Directors

     Richard A. Bianco
     Chairman, President and
     Chief Executive Officer
     AmBase Corporation
     100 Putnam Green, 3rd Floor
     Greenwich, CT  06830
     Tele: 203-532-2010
     Fax: 203-532-1115


For additional copies of this code, contact:

John Ferrara,
Vice President and Chief Financial Officer
AmBase Corporation
100 Putnam Green, 3rd Floor
Greenwich, CT  06830
Tele: 203-532-2054
Fax: 203-532-1115