UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q



(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT 1934. For the quarterly period ended September 30, 2001
                                         ------------------
                                       or

[ ] TRANSITION  REPORT  PURSUANT TO  SECTION 13 OR 15(d) OF THE  SECURITIES  AND
EXCHANGE ACT OF 1934 For the transition period from              to            .
                                                     -----------    -----------
Commission File Number:  0-27036
                         -------

                            Ambanc Holding Co., Inc.
          -----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                  14-1783770
-------------------------------------     --------------------------------------
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)

11 Division Street, Amsterdam, New York                          12010-4303
--------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code:       (518)842-7200
                                                    -----------------------

     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. [X] Yes [ ] No

     Indicate the number of shares  outstanding of each of the issuer's class of
common stock, as of the latest practicable date.


           Class                                Outstanding at November 14, 2001
-----------------------------                -----------------------------------
Common Stock, $.01 Par Value                             4,496,178

<PAGE>


AMBANC HOLDING CO., INC. AND SUBSIDIARIES
FORM 10-Q
September 30, 2001



                                      Table of Contents


Part I.   FINANCIAL INFORMATION

Item 1.        Consolidated Interim Financial Statements (unaudited):

               Consolidated Statements of Financial Condition at
               September 30, 2001 and December 31, 2000 ...................... 3

               Consolidated Statements of Income for the nine months
               and three months ended September 30, 2001 and 2000 ............ 4

               Consolidated Statements of Cash Flows for the nine
               months ended September 30, 2001 and 2000 ...................... 5

               Notes to Unaudited Interim Consolidated Financial Statements... 7

Item 2.        Management's Discussion and Analysis of Financial Condition
               and Results of Operations..................................... 10

Item 3.        Quantitative and Qualitative Disclosures About Market Risk.....28

Part II.   OTHER INFORMATION..................................................28

Item 1.        Legal Proceedings .............................................28

Item 2.        Changes in Securities .........................................28

Item 3.        Defaults Upon Senior Securities ...............................28

Item 4.        Submission of Matters to a Vote of Security Holders ...........28

Item 5.        Other Information .............................................28

Item 6.    Exhibits and Reports on Form 8-K...................................28

SIGNATURES....................................................................29


                                       2

<PAGE>
Part I.   Financial Information
Item 1.  Financial Statements
AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Statements of Financial Condition  (unaudited)
(dollars in thousands, except per share amounts)          Sept 30,  December 31,
                                                           2001        2000
                                Assets                   ---------    ---------
Cash and due from banks ...............................  $  15,729    $  15,306
Federal funds sold ....................................     15,000       11,600
Interest-bearing deposits .............................     44,666       51,591
                                                         ---------    ---------
     Cash and cash equivalents ........................     75,395       78,497
                                                         ---------    ---------
Securities available for sale, at fair value ..........     92,545      138,990
Federal Home Loan Bank of New York stock, at cost .....      6,039        8,870
Loans receivable ......................................    474,964      465,703
     Allowance for loan losses ........................     (5,760)      (5,745)
                                                         ---------    ---------
     Loans receivable, net ............................    469,204      459,958
                                                         ---------    ---------
Accrued interest receivable ...........................      3,148        4,103
Premises and equipment, net ...........................      5,331        5,288
Real estate owned and repossessed assets ..............        245          373
Goodwill, net ........................................      6,458        6,858
Bank-owned life insurance .............................     10,501          222
Other assets ..........................................      3,763        3,477
                                                         ---------    ---------
     Total assets .....................................  $ 672,629    $ 706,636
                                                         =========    =========
                 Liabilities and Shareholders' Equity
Liabilities:
   Deposits ...........................................  $ 473,392    $ 478,592
   Federal Home Loan Bank short-term borrowings .......        --         5,000
   Federal Home Loan Bank long-term advances ..........     56,676       66,435
   Securities sold under agreements to repurchase .....     52,500       72,500
   Advances from borrowers for taxes and insurance ....      1,030        3,402
   Accrued interest payable ...........................        861        1,108
   Accrued expenses and other liabilities .............     10,016        2,477
                                                         ---------    ---------
     Total liabilities ................................    594,475      629,514
                                                         ---------    ---------
Shareholders' equity:
   Preferred stock $.01 par value. Authorized 5,000,000
    shares; none outstanding at September 30, 2001 and
    December 31, 2000 .................................        --           --
   Common stock $.01 par value. Authorized 15,000,000
    shares; 5,432,245 outstanding at September 30, 2001
    and December 31, 2000 .............................         54           54
   Additional paid in capital .........................     63,901       63,529
   Retained earnings,substantially restricted .........     31,023       29,994
   Treasury Stock, at cost (936,067 shares at September
      30, 2001 and 829,279 shares at December 31, 2000)    (15,400)     (13,032)
   Unallocated common stock held by ESOP ..............     (1,590)      (1,909)
   Unearned RRP shares ................................       (108)        (126)
   Accumulated other comprehensive income (loss) ......        274       (1,388)
                                                         ---------    ---------
     Total shareholders' equity .......................     78,154       77,122
                                                         ---------    ---------

     Total liabilities and shareholders' equity .......  $ 672,629    $ 706,636
                                                         =========    =========
See accompanying notes to unaudited interim consolidated financial statements.
                                       3
<PAGE>
AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Interim Statements of Income (unaudited)
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
                                                                Nine months          Three months
                                                               ended Sept 30,        ended Sept 30,
                                                              2001        2000      2001        2000
                                                            --------    --------   --------    --------
Interest and dividend income:
<S>                                                         <C>         <C>        <C>         <C>
   Loans receivable .....................................   $ 26,165   $ 26,070    $  8,778   $  8,681
   Securities available for sale ........................      7,147     10,718       2,121      3,493
   Federal funds sold and interest-bearing deposits .....      1,646        117         296         45
   Federal Home Loan Bank stock .........................        441        448         130        154
                                                            --------   --------    --------   --------
     Total interest and dividend income .................     35,399     37,353      11,325     12,373
                                                            --------   --------    --------   --------
Interest expense:
   Deposits .............................................     14,437     13,762       4,592      4,928
   Borrowings ...........................................      6,072      7,426       1,714      2,242
                                                            --------   --------    --------   --------
     Total interest expense .............................     20,509     21,188       6,306      7,170
                                                            --------   --------    --------   --------
     Net interest income ................................     14,890     16,165       5,019      5,203

Provision for loan losses ...............................        390        360         150        120
                                                            --------   --------    --------   --------
     Net interest income after provision
       for loan losses ..................................     14,500     15,805       4,869      5,083
                                                            --------   --------    --------   --------
Non-interest income:
   Service charges on deposit accounts ..................      1,074        987         389        346
   Net gains (losses) on securities transactions ........        208       (102)        136        (56)
   Gain on curtailment of pension plan ..................      1,020         --          --         --
   Other ................................................      1,284        381         803        111
                                                            --------   --------    --------   --------
     Total non-interest income ..........................      3,586      1,266       1,328        401
                                                            --------   --------    --------   --------
Non-interest expenses:
   Salaries, wages and benefits .........................      6,039      6,085       1,996      1,960
   Occupancy and equipment ..............................      1,863      1,781         600        586
   Data processing ......................................      1,287      1,189         463        408
   Real estate owned and repossessed assets expenses, net         45         62          17         15
   Professional fees ....................................        778        379         381        140
   Amortization of goodwill .............................        399        399         133        133
   Other ................................................      2,360      2,414         858        754
                                                            --------   --------    --------   --------
     Total non-interest expenses ........................     12,771     12,309       4,448      3,996
                                                            --------   --------    --------   --------
Income  before taxes ....................................      5,315      4,762       1,749      1,488
Income tax expense ......................................      2,135      1,945         753        584
                                                            --------   --------    --------   --------
     Net income .........................................   $  3,180   $  2,817    $    996   $    904
                                                            ========   ========    ========   ========

Basic earnings per share ................................   $   0.74   $   0.61    $   0.23   $   0.19
Diluted earnings per share ..............................   $   0.72   $   0.60    $   0.23   $   0.19
</TABLE>
See accompanying notes to unaudited interim consolidated financial statements.

                                       4
<PAGE>
AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Interim Statements of Cash Flows (unaudited)
(dollars in thousands)                                        Nine months
                                                          ended September 30,
                                                            2001       2000
                                                         --------     -------
Increase (decrease) in cash and cash equivalents:
 Cash flows from operating activities:
   Net income ........................................   $  3,180    $  2,817
   Adjustments to reconcile net income  to net
   cash provided by operating activities:
     Depreciation and amortization of premises
          and equipment ..............................        814         676
     Amortization of goodwill ........................        399         399
     Net amortization of premium on securities .......        248         212
     Net (gains) losses on securities transactions ...       (208)        102
     Provision for loan losses .......................        390         360
     Provision for losses and writedowns on real
          estate owned and repossessed assets ........         --          14
     Net losses on sale of real estate owned
          and repossessed assets .....................          3          26
     ESOP compensation expense .......................        599         488
     RRP expense .....................................        251         363
     Gain on curtailment of pension plan .............     (1,020)        --
     Net gain on closing of branch and sale of
          related deposits ...........................       (422)        --
     Decrease (increase) in accrued interest
          receivable and other assets ................        981        (393)
     Increase (decrease) in accrued interest
          payable, accrued expenses and
          and other liabilities ......................      7,292      (1,329)
                                                         --------    --------
                Net cash provided by
                      operating activities ...........     12,507       3,735
                                                         --------    --------

 Cash flows from investing activities:
     Proceeds from sales of
          securities available for sale ..............     79,826       5,446
     Purchases of securities available for sale ......    (89,911)     (4,227)
     Proceeds from principal paydowns, maturities, and
          calls of securities available for sale .....     59,260      12,102
     Redemption (purchase) of Federal Home Loan Bank
          of New York stock ..........................      2,831        (122)
     Net loans repaid by customers ...................      3,908      13,489
     Purchase of loans ...............................    (13,830)    (10,000)
     Purchase of bank-owned life insurance ...........    (10,000)        --
     Purchases of premises and equipment .............     (1,080)       (451)
     Proceeds from sales of real estate owned and
          repossessed assets .........................        411         190
                                                         --------    --------
               Net cash provided by
                      investing activities ...........     31,415      16,427
                                                         --------    --------

                                                                     (continued)
                                       5
<PAGE>
AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Interim Statements of Cash Flows (unaudited) (continued)
(dollars in thousands)                                        Nine months
                                                          ended September 30,
                                                            2001       2000
                                                         --------     -------
 Cash flows from financing activities:
    Net increase in deposits, exclusive of
        deposits sold ................................. $   8,805    $  26,505
    Payment for deposits sold, net ...................    (13,583)         --
    Net decrease in FHLB short-term
        borrowings ...................................     (5,000)     (52,600)
    Proceeds from FHLB long-term advances ............      5,000       40,000
    Repayments of FHLB long-term advances ............    (14,759)      (2,984)
    Proceeds from repurchase agreements ..............        --        22,651
    Repayments of repurchase agreements ..............    (20,000)     (62,891)
    Decrease in advances from borrowers
          for taxes and insurance ....................     (2,372)      (2,152)
    Purchases of treasury stock ......................     (4,929)      (1,142)
    Excercises of stock options ......................      1,972           --
    Dividends paid ...................................     (2,158)      (1,769)
                                                         --------     --------
          Net cash used in financing activities ......    (47,024)     (34,382)
                                                         --------     --------

Net decrease in cash and cash equivalents ............     (3,102)     (14,220)
Cash and cash equivalents at beginning of period .....     78,497       29,611
                                                         --------     --------
Cash and cash equivalents at end of period ...........   $ 75,395     $ 15,391
                                                         ========     ========

Supplemental disclosures of cash flow information -
cash paid during the period for:

Interest .............................................   $ 20,756     $ 21,689
                                                         ========     ========
Income taxes .........................................   $  1,525     $  1,715
                                                         ========     ========
Noncash investing and financing activities:
Net transfer of loans to real estate owned
     and repossessed assets ..........................   $    286     $    162
                                                         ========     ========
Adjustment of securities available for sale to
        fair value, net of tax                           $  1,662     $  2,959
                                                         ========     ========
Net book value of premises and equipment transferred
        to assets held for sale ......................   $    223          --
                                                         ========     ========
Issuance of RRP shares ...............................   $    233          --
                                                         ========     ========
Tax benefit related to vesting of RRP shares
        and exercises of stock options ...............   $    455     $      1
                                                         ========     ========

See accompanying notes to unaudited interim consolidated financial statements.


                                       6
<PAGE>
          NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(1) In management's opinion, the financial information included herein, which is
unaudited,  reflects  all  adjustments,  consisting  solely of normal  recurring
adjustments,  necessary for a fair presentation of the financial  information as
of and for the three and nine month periods  ended  September 30, 2001 and 2000,
in conformity with generally accepted accounting principles.  These consolidated
financial  statements  should be read in  conjunction  with Ambanc  Holding Co.,
Inc.'s ("the  Company"  herein) 2000 Annual Report on Form 10-K.  The results of
operations for the 2001 interim  periods are not  necessarily  indicative of the
results of  operations  to be expected for the full fiscal year ended   December
31, 2001, or any other interim periods

(2)  Amounts in the prior  periods'  unaudited  interim  consolidated  financial
statements are  reclassified  whenever  necessary to conform to current period's
presentation.

(3)  Earnings per Share

     Basic  earnings  per share (EPS)  excludes  dilution and is  calculated  by
dividing net income  available to common  shareholders  by the weighted  average
number of shares outstanding during the period.  Unallocated ESOP shares are not
considered outstanding for purposes of computing EPS. Shares of restricted stock
(RRP  shares)  are  considered  outstanding  common  shares and  included in the
computation of basic EPS when they become fully vested. Diluted EPS reflects the
potential  dilution that could occur if  securities or other  contracts to issue
common stock (such as the Company's  stock options and unvested RRP shares) were
exercised  into common  stock or  resulted in the  issuance or vesting of common
stock using the treasury stock method.

     The  calculation  of basic EPS and  diluted EPS is as follows:

                                             Net          Weighted
                                           Income          Average     Per Share
                                       (in thousands)      Shares       Amount
For the nine months ended Sept. 30, 2001------------     ----------    ---------
Basic EPS
Net income                                   $3,180       4,317,661        $0.74
                                             ======                        =====
Effect of dilutive securities:
Stock options                                               103,933
Unvested RRP shares                                           9,068
                                                          ---------
Diluted EPS
Net income                                   $3,180       4,430,662        $0.72
                                             ======       =========        =====
For the nine months ended Sept. 30, 2000------------     ----------    ---------
Basic EPS
Net income                                   $2,817       4,650,055        $0.61
                                             ======                        =====
Effect of dilutive securities:
Stock options                                                21,624
Unvested RRP shares                                          12,033
                                                          ---------
Diluted EPS
Net income                                   $2,817       4,683,712        $0.60
                                             ======       =========        =====
                                       7
<PAGE>
For the quarter ended Sept. 30, 2001
Basic EPS
Net income                                   $  996       4,293,167        $0.23
                                             ======                        =====
Effect of dilutive securities:
Stock options                                               116,294
Unvested RRP shares                                            ---
                                                          ---------
Diluted EPS
Net income                                   $  996       4,409,461        $0.23
                                             ======       =========        =====
For the quarter ended Sept. 30, 2000
Basic EPS
Net income                                   $  904       4,653,495        $0.19
                                             ======                        =====
Effect of dilutive securities:
Stock options                                                33,274
Unvested RRP shares                                           6,093
                                                          ---------
Diluted EPS
Net income                                   $  904       4,692,862        $0.19
                                             ======       =========        =====

(4)  Comprehensive Income (Loss)

     Comprehensive  income (loss)  represents the sum of net income and items of
other comprehensive income or loss, which are reported directly in shareholders'
equity,  net of tax,  such as the change in the net  unrealized  gain or loss on
securities  available for sale.  Accumulated other comprehensive income or loss,
which is included in shareholders' equity, represents the net unrealized gain or
loss on securities available for sale, net of tax

     Comprehensive  income for the nine-month periods ended September,  30, 2001
and 2000 was $4.8 million and $5.8 million,  respectively.  Comprehensive income
for the  three-month  periods ended September 30, 2001 and 2000 was $2.0 million
and $3.3 million, respectively.

(5)  Derivative Instruments and Hedging Activities

     In June 1998,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
Activities," which establishes accounting and reporting standards for derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts, and for hedging activities. The Company adopted Statement No. 133, as
amended,  on January 1, 2001.  As of January 1, 2001,  and during the six months
ended June 30,  2001,  the Company did not have any  derivative  instruments  or
derivative instruments embedded in other contracts.  Therefore,  the adoption of
Statement No. 133 did not have a material  impact on the Company's  consolidated
financial statements.

(6)      Business Combinations and Goodwill and Other Intangible Assets

     In July 2001, the FASB issued Statement No. 141,  "Business  Combinations,"
and Statement No. 142,  "Goodwill and Other  Intangible  Assets."  Statement 141
requires  that the  purchase  method  of  accounting  be used  for all  business
combinations  initiated  after June 30, 2001, as well as for all purchase method
business  combinations  completed  after  June  30,  2001.  Statement  141  also
specifies  criteria  intangible  assets  acquired in a purchase  method business
combination  must  meet to be  recognized  and  reported  apart  from  goodwill.
Statement 142 will require that goodwill and intangible  assets with  indefinite


                                       8
<PAGE>

useful lives no longer be amortized,  but instead tested for impairment at least
annually in accordance with the provisions of Statement 142.  Statement 142 will
also require that intangible assets with definite useful lives be amortized over
their respective  estimated useful lives to their estimated residual values, and
reviewed for  impairment in  accordance  with SFAS NO. 121,  Accounting  for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.

     The  Company  is  required  to  adopt  the   provisions  of  Statement  141
immediately,   and  Statement  142  effective  January  1,  2002.  Goodwill  and
intangible  assets acquired in business  combinations  completed  before July 1,
2001 will continue to be amortized prior to the adoption of Statement 142.

     Upon adoption of Statement 142, Statement 141 will require that the Company
evaluate its existing intangible assets and goodwill that were acquired in prior
purchase business combinations,  and to make any necessary  reclassifications in
order to conform with the new criteria in Statement  141 for  recognition  apart
from  goodwill.  Upon adoption of Statement 142, the Company will be required to
reassess the useful lives and residual values of all intangible  assets acquired
in purchase business  combinations,  and make any necessary  amortization period
adjustments by the end of the first interim period after adoption.  In addition,
to the extent an intangible  asset is identified as having an indefinite  useful
life, the Company will be required to test the  intangible  asset for impairment
in  accordance  with the  provisions  of Statement  142 within the first interim
period after  adoption.  Any impairment  loss will be measured as of the date of
adoption  and  recognized  as a  cumulative  effect  of a change  in  accounting
principle in the first interim period after adoption.

     In  connection  with  the  transitional  goodwill  impairment   evaluation,
Statement 142 will require the Company to perform an assessment of whether there
is an indication that goodwill is impaired as of the date of adoption,  based on
criteria  specified in the Statement.  Any transitional  impairment loss will be
recognized as the cumulative  effect of a change in accounting  principal in the
Company's statement of earnings.

     As of the  date of  adoption,  the  Company  expects  to  have  unamortized
goodwill in the amount of $6.3 million,  which will be subject to the transition
provisions of Statements 141 and 142.  Amortization  expense related to goodwill
was $532 thousand and $399 thousand for the year ended December 31, 2000 and the
nine months ended  September  30, 2001,  respectively.  Because of the extensive
effort  needed  to  comply  with  adopting  Statements  141 and  142,  it is not
practicable to reasonably  estimate the impact of adopting  these  Statements on
the  Company's  consolidated  financial  statements  at the date of this Report,
including  whether  any  transitional  impairment  losses will be required to be
recognized as the cumulative effect of a change in accounting principle.



                                       9
<PAGE>
ITEM 2.
                         MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

     Ambanc Holding Co., Inc.  ("Ambanc" or the "Company") is a unitary  savings
and loan holding company.  Ambanc was formed as a Delaware Corporation to act as
the holding  company for the former  Amsterdam  Savings Bank,  FSB (now known as
Mohawk  Community  Bank)  upon  the  completion  of  Amsterdam   Savings  Bank's
conversion from the mutual to stock form on December 26, 1995.


     Mohawk  Community  Bank's (the Bank's)  results of operations are primarily
dependent  on its net  interest  income,  which is the  difference  between  the
interest  and  dividend  income  earned  on  its  assets,  primarily  loans  and
securities, and the interest expense on its liabilities,  primarily deposits and
borrowings.  Net  interest  income  may be  affected  significantly  by  general
economic  and  competitive  conditions  and  policies  of  regulatory  agencies,
particularly  those  with  respect  to market  interest  rates.  The  results of
operations  are also  significantly  influenced  by the  level  of  non-interest
expenses,  such as employee salaries and benefits,  non-interest income, such as
fees on  deposit-related  services,  the provision  for loan losses,  and income
taxes.


     Management's strategy has been to try to achieve a high loan to asset ratio
with  emphasis  on  originating  traditional  one-  to  four-family  residential
mortgage and home equity loans in its primary  market area. The Company has also
increased  emphasis  on the  origination  of  commercial-type  loans,  including
entering into  participation  agreements with other financial  institutions.  At
September 30, 2001,  the Company's  loans  receivable,  net, to assets ratio was
69.8%,  as compared with 65.1% at December 31, 2000. The Company's  portfolio of
one- to  four-family  residential  mortgage  and home equity  loans was 78.1% of
total loans at September  30, 2001.  Total  commercial-type  loans were 17.7% of
total loans at September 30, 2001, up from 11.8% at December 31, 2000.

Forward-Looking Statements

     When used in this Form  10-Q,  in future  filings by the  Company  with the
Securities  and Exchange  Commission,  in the Company's  press releases or other
public  or  shareholder  communications,  and in oral  statements  made with the
approval of an authorized  executive officer,  the words or phrases "will likely
result",  "are expected to",  "will  continue",  "is  anticipated",  "estimate",
"project"  or similar  expressions  are  intended to  identify  "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995.  Such  statements are subject to certain risks and  uncertainties  that
could cause actual  results to differ  materially  from  historical  results and
those presently anticipated or projected, including, but not limited to, changes
in economic  conditions  in the  Company's  market area,  changes in policies by
regulatory  agencies,  fluctuations in interest  rates,  demand for loans in the
Company's market area and competition. The Company wishes to caution readers not
to place undue reliance on any such forward-looking statements, which speak only
as of the date made.  The  Company  wishes to advise  readers  that the  factors
listed above could affect the Company's  financial  performance  and could cause
the Company's  actual results for future periods to differ  materially  from any
opinions or statements  expressed  with respect to future periods in any current
statements.

                                        10
<PAGE>

     The Company does not undertake - and specifically  disclaims any obligation
- to  publicly  release  the  result of any  revisions  which may be made to any
forward-looking  statements to reflect events or circumstances after the date of
such  statements or to reflect the occurrence of  anticipated  or  unanticipated
events.


Merger and Acquisitions

     On September 4, 2001, Ambanc Holding Co., Inc. ("Ambanc") jointly announced
that it had entered into an Agreement and Plan of Merger (the  "Agreement") with
Hudson River Bank & Trust Company, Hudson, New York ("Hudson") for the merger of
Ambanc with and into Hudson and the merger of Ambanc's wholly-owned  subsidiary,
Mohawk  Community Bank, with and into Hudson  (collectively,  the "Merger").  In
consideration of the Merger,  each  outstanding  share of common stock of Ambanc
will be exchanged for $21.50 in cash.  Consummation  of the Merger is subject to
several  conditions  precedent  including,  among other things,  the approval of
Ambanc's  stockholders, and regulatory  approval.

     The parties to the  Agreement  desire to  consummate  the merger during the
first quarter of 2002. The Agreement will expire,  however,  if the transactions
contemplated  thereby  have not  occurred by June 30,  2002,  unless the parties
agree to extend this date..


Financial Condition

     Comparison  of Financial  Condition at September  30, 2001 and December 31,
2000.  Total assets  decreased by $34.0  million,  or 4.8%, to $672.6 million at
September  30, 2001 from $706.6  million at December 31, 2000,  primarily due to
decreases in  securities  available  for sale and cash and cash  equivalents  of
$46.4  million  and $3.1  million,  respectively,  in  addition to a decrease in
Federal Home Loan Bank of New York stock of $2.8 million.  These  decreases were
partially offset by increases in bank-owned life insurance of $10.3 million,  in
addition to an increase in loans receivable, net of $9.2 million.


     Cash and cash  equivalents  decreased by $3.1  million,  or 4.0%,  to $75.4
million at September  30, 2001 from $78.5  million at December  31,  2000.  This
decrease was  primarily due to a decrease in  interest-bearing  deposits of $6.9
million from $51.6  million at December  31, 2000 to $44.7  million at September
30, 2001, which in part were re-deployed into federal funds sold.

     Federal Home Loan Bank of New York (FHLB) stock decreased $2.8 million,  or
31.9%,  to $6.0 million at September  30, 2001 from $8.9 million at December 31,
2000 due to the redemption of stock,  as the Company's  borrowings with the FHLB
have decreased since December 31, 2000.

     Securities  available for sale decreased $46.4 million,  or 33.4%, to $92.5
million at September 30, 2001 from $139.0 million at December 31, 2000 resulting
primarily  from  the  sales,  maturities,   and  calls  of  securities  and  the
reinvestment  of the  proceeds  in the  loan  portfolio, the  pay  down  of
borrowings, and repurchases of the Company's stock.


                                       11
<PAGE>

     Loans receivable, net increased $9.2 million, or 2.0%, to $469.2 million at
September 30, 2001, from $460.0 million at December 31, 2000.  During the second
half of 2000 and the first half of 2001,  the Company  entered  into  commercial
real  estate and  commercial  business  loan  participations  with an  unrelated
financial  institution  in its market area.  This  strategy is  consistent  with
management's  focus on the growth of the commercial loan  portfolio.  During the
first half of 2001,  the Company  purchased  $13.8  million of  commercial  real
estate and commercial business loan  participations.  Commercial real estate and
commercial   business   loans   increased   $18.3   million  and  $6.0  million,
respectively,  during the nine months ended September 30, 2001. Likewise, during
the nine months  ended  September  30, 2001 home equity  loans  increased  $16.6
million.  Partially  offsetting  these  increases  were decreases in one-to-four
family mortgage loans of $28.3 million and consumer loans of $639 thousand.


     Bank-owned  life  insurance  increased  $10.3  million due to the Company's
purchase of additional bank-owned life insurance at the end of the first quarter
of 2001, as well as an increase in the cash surrender value of $279 thousand for
the nine months ended September 30, 2001.

     Other assets increased $286 thousand, or 8.2%, to $3.8 million at September
30, 2001 due primarily to the gain on the  curtailment of the Company's  pension
plan, which increased  prepaid pension cost,  offset in part by the deferred tax
consequences  related to the adjustment of securities available for sale to fair
value.

     Deposits decreased by $5.2 million, or 1.1%, to $473.4 million at September
30, 2001 from $478.6  million at December 31, 2000 due  primarily to the sale of
deposits at the Company's Oneonta branch totaling $14.4 million during the third
quarter of 2001.  This  significantly  impacted  money  market  accounts,  which
decreased $5.3 million from $23.4 million to $18.1 million; time deposits, which
decreased $4.2 million from $248.9 million to $244.7 million;  and NOW accounts,
which  decreased  $974  thousand  from  $46.3  million to $45.4  million.  These
decreases  were  partially  offset by increases in  non-interest-bearing  demand
deposits,  which  increased $3.6 million from $38.6 million to $42.2 million and
savings  accounts,  which  increased  $1.6 million from $121.4 million to $123.0
million.

     Short-term  borrowings  from the FHLB  decreased by $5.0 million,  to $0 at
September 30, 2001.  Likewise,  long-term  advances from the FHLB decreased $9.8
million,  or 14.7%, to $56.7 million at September 30, 2001 from $66.4 million at
December 31, 2000.  Securities repurchase agreements decreased $20.0 million, or
27.6%, to $52.5 million at September 30, 2001 from $72.5 million at December 31,
2000, due primarily to the maturity and  subsequent  repayment of the repurchase
agreements.  The  payoff  of  short-term  borrowings  and pay down of  long-term
advances coupled with the repayment of the repurchase  agreements is part of the
Company's  effort to improve its  interest  rate risk  position by more  closely
matching the maturities of its assets and liabilities.

     Accrued  expenses  and other  liabilities  increased  $7.5 million to $10.0
million at  September  30, 2001 from $2.5  million at December  31,  2000.  This
increase  was  primarily  the result of a change in  processing  whereby  teller
drafts and money orders are now drawn upon the Bank and ultimately  paid through
the Bank's  Federal  Reserve  Bank  correspondent  account  and are  included in
accrued  expenses  and other  liabilities.  Previously,  these  items were drawn
directly against a correspondent bank account.

                                       12
<PAGE>


     Shareholders'  equity increased $1.0 million from $77.1 million at December
31, 2000 to $78.2 million at September 30, 2001,  primarily due to net income of
$3.2 million,  the decrease in net unrealized losses on securities available for
sale,  net of tax, of $1.7 million,  and the excercise of stock  options,  which
increased  shareholders'  equity by $2.0 million,  partially  offset by treasury
stock purchases  totaling $4.9 million and the payment of cash dividends of $2.2
million for the nine months  ended  September  30, 2001.  Other items  impacting
shareholders'  equity  were  the  release  of  ESOP  shares  and  the  continued
amortization of unearned RRP shares.




Consolidated Average Balances, Interest Rates & Yields

     The  following  table  presents for the periods  indicated the total dollar
amount of interest and dividend  income earned on average earning assets and the
resultant  yields,  as well as the  total  dollar  amount  of  interest  expense
incurred on average interest-bearing liabilities and the resultant rates. No tax
equivalent  adjustments  were  made.  All  average  balances  are daily  average
balances.  Non-accruing  loans  have been  included  in the table as loans  with
interest earned on a cash basis only. Securities available for sale are included
at amortized cost.


                                       13
<PAGE>
<TABLE>
<CAPTION>
                                                                  Three months ended September 30,
                                                              2001                                   2000
                                          ------------------------------------   ------------------------------------
                                                Average     Interest    Yield/         Average     Interest    Yield/
                                                Balance     Inc./Exp.    Rate          Balance     Inc./Exp.    Rate
<S>                                             <C>           <C>        <C>           <C>           <C>        <C>
Earning assets:                                                        (Dollars in thousands)
  Loans receivable (1)                          $472,906      $8,778     7.36%         $461,575      $8,681     7.48%
  Securities available for sale (AFS)(2)         138,277       2,121     6.09%          213,319       3,493     6.51%
  Federal Home Loan Bank stock                     6,070         130     8.50%            8,870         154     6.91%
  Federal funds sold &
     interest-bearing deposits                    34,766         296     3.38%            2,709          45     6.61%
                                          --------------   ---------  --------   --------------   ---------  --------
      Total earning assets                       652,019      11,325     6.89%          686,473      12,373     7.17%
                                          --------------   ---------  --------   --------------   ---------  --------
Allowance for loan losses                         (5,692)                                (5,587)
Unrealized loss on AFS securities                   (335)                                (9,698)
Other assets                                      44,648                                 33,830
                                          ---------------                        ---------------
Total assets                                    $690,640                               $705,018
                                          ===============                        ===============

Interest-bearing liabilities:
  Savings deposits                               129,215         827     2.54%          126,598         873     2.74%
  NOW  deposits                                   46,364         138     1.18%           41,443         194     1.86%
  Certificates of deposit                        249,546       3,427     5.45%          249,613       3,627     5.78%
  Money market accounts                           23,137         200     3.43%           24,228         234     3.84%
  Borrowed funds                                 116,041       1,714     5.86%          141,162       2,242     6.32%
                                          --------------   ---------  --------   --------------   ---------  --------
      Total interest-bearing liabilities         564,303       6,306     4.43%          583,044       7,170     4.89%
                                          --------------   ---------  --------   --------------   ---------  --------
Demand deposits                                   36,817                                 37,887
Other liabilities                                 13,160                                  7,634
                                          ---------------                        ---------------
Total liabilities                                614,280                                628,565
                                          ---------------                        ---------------
Stockholders' equity                              76,360                                 76,453
                                          ---------------                        ---------------
Total liabilities & equity                      $690,640                               $705,018
                                          ===============                        ===============

    Net interest income                                       $5,019                                 $5,203

    Interest rate spread                                                 2.46%                                  2.28%

    Net earning assets                          $ 87,716                               $103,429

    Net interest margin                                                  3.05%                                  3.02%

    Average earning assets/Average
     interest-bearing liabilities                115.54%                                117.74%

(1)  Calculated net of deferred loan fees and costs, loan discounts and loans in process.
(2)  Securities available for sale exclude securities pending settlement.
</TABLE>
                                       14
<PAGE>

Consolidated Rate/Volume Analysis of Net Interest Income

     The following  table  presents the dollar amount of changes in interest and
dividend income and interest  expense for major components of earning assets and
interest-bearing  liabilities.  It distinguishes  between the changes related to
outstanding  balances and the changes due to changes in interest rates. For each
category of earning  assets and  interest-bearing  liabilities,  information  is
provided  on changes  attributable  to (i) changes in volume  (i.e.   changes in
volume  multiplied  by old rate) and (ii) changes in rate (i.e.  changes in rate
multiplied by old volume).  For purposes of this table,  changes attributable to
both  rate  and  volume,  which  cannot  be  segregated,   have  been  allocated
proportionately to the change due to volume and the change due to rate.

                                                Three months ended September 30,
                                                           2001 vs. 2000
                                                -------------------------------
                                                       Increase
                                                      (Decrease)
                                                        Due to           Total
                                                ---------------------  Increase
                                                  Volume       Rate   (Decrease)

                                                ---------    --------  --------
Earning assets                                            (In thousands)
  Loans receivable ..........................    $   226      $ (129)    $   97
  Securities available for sale .............     (1,179)       (193)    (1,372)
  Federal Home Loan Bank stock ..............        (55)         31        (24)
  Federal funds sold and interest-bearing
     deposits ...............................        284         (33)       251
                                                ---------    --------  --------
      Total earning assets ..................       (724)       (324)    (1,048)
                                                ---------    --------  --------
Interest-bearing liabilities
  Savings deposits ..........................         18         (64)       (46)
  NOW  deposits .............................         21         (77)       (56)
  Certificates of deposit ...................         (1)       (199)      (200)
  Money market accounts .....................        (10)        (24)       (34)
  Borrowed funds ............................       (374)       (154)      (528)
                                                ---------    --------  --------
      Total interest-bearing liabilities ....       (346)       (518)      (864)
                                                ---------    --------  --------
    Net interest income .....................    $  (378)     $  194     $ (184)
                                                =========    ========  ========

                                       15
<PAGE>
Comparison  of Operating  Results for the Three Months Ended  September 30, 2001
and 2000.

     Net Income.  Net income increased by $92 thousand,  or 10.2%, for the three
months ended  September  30, 2001 to $996  thousand  from $904  thousand for the
three months  ended  September  30, 2000.  Net income for the three months ended
September 30, 2001 was significantly  impacted by a $422 thousand  (pre-tax) net
gain related to the closing of the Company's  Oneonta branch and the sale of the
related  deposits,  as well  as $255  thousand  of  non-tax-deductible  expenses
incurred to date related to the  Company's  merger  agreement  with Hudson River
Bancorp, Inc. These and other changes are discussed in more detail below.

     Net Interest Income. Net interest income decreased $184 thousand,  or 3.5%,
to $5.0 million for the three months ended  September 30, 2001 from $5.2 million
for the three  months  ended  September  30,  2000.  During the period,  average
interest-bearing  liabilities  decreased  $18.7  million,  or  3.2%,  to  $564.3
million. However, the decrease in the average balance of earning assets of $34.5
million,   or  5.0%,  to  $652.0  million   exceeded  the  decrease  in  average
interest-bearing  liabilities.  A portion of the decrease in the average earning
assets  is  attributable  to the  Company's  stock  repurchases,  as well as the
purchase of bank owned life insurance.

     Earning assets consist of loans receivable,  securities available for sale,
federal funds sold, interest-bearing deposits, and FHLB stock.  Interest-bearing
liabilities consist of interest-bearing  deposits,  FHLB advances and securities
repurchase agreements.

     The interest  rate  spread,  which is the  difference  between the yield on
average  earning  assets and the cost of average  interest-bearing  liabilities,
increased to 2.46% for the three months ended September 30, 2001, from 2.28% for
the three months ended  September  30, 2000.  The increase in the interest  rate
spread is due primarily to the decrease in the average cost of  interest-bearing
liabilities  being  greater than the  decrease in the yield on interest  earning
assets.  The average yield on interest  earning assets decreased 28 basis points
to 6.89% for the three months  ended  September  30,  2001.  The average cost of
interest-bearing  liabilities  decreased  from 4.89% for the three  months ended
September 30, 2000 to 4.43% for the three months ended  September 30, 2001. This
decrease  was  largely  impacted  by a  decrease  in the  average  rate  paid on
certificates of deposit and borrowed funds of 33 basis points,  to 5.45%, and 46
basis points, to 5.86%, respectively.

     The Company operates in an environment of intense  competition for deposits
and loans. The competition in today's  environment is not limited to other local
banks and thrifts,  but also includes a myriad of financial  services  providers
that are located both within and outside the Company's local market area. Due to
this  heightened  level of  competition  to attract  and retain  customers,  the
Company must continue to offer competitive interest rates on loans and deposits.
As a consequence of these competitive pressures, from time-to-time, the relative
spreads  between  interest  rates earned and interest  rates paid will  tighten,
exerting downward pressure on net interest income,  the interest rate spread and
the net interest  margin.  However,  management does not want to discourage,  by
offering   noncompetitive   interest   rates,   the  creation  of  new  customer
relationships  or  jeopardize  existing  relationships  thereby  curtailing  the
Company's  customer  base and the attendant  benefits to be derived.  Management
believes  that the  longer-term  benefits to be derived from this  position will
outweigh the shorter-term  costs associated with attracting,  cross-selling  and
retaining an expanding  customer  base.  The growing  customer base provides the
Company with the potential for future, profitable customer relationships,  which
should in turn increase the value of the franchise.

                                       16
<PAGE>
     Interest and Dividend  Income.  Interest and dividend  income  decreased by
$1.0 million or 8.5%, to $11.3 million for the three months ended  September 30,
2001 from $12.4  million for the three months  ended  September  30,  2000.  The
decrease  was  largely  the result of the  decrease  in the  average  balance of
earning assets from $686.5 million for the three months ended September 30, 2000
to $652.0 million for the three months ended  September 30, 2001. In addition to
the decrease in the average balance of earning assets the Company  experienced a
28 basis point decrease in the average yield on total earning assets.  The yield
on the  average  balance  of  earning  assets  was 6.89% and 7.17% for the three
months ended September 30, 2001 and 2000, respectively.

     Interest and fees on loans  increased  $97 thousand to $8.8 million for the
three months ended September 30, 2001. This increase was primarily the result of
an increase in the average  balance of net loans  receivable from $461.6 million
for the three months ended  September  30, 2000 to $472.9  million for the three
months ended  September  30,  2001,  offset in part by a decrease in the average
yield on net loans receivable of 12 basis points, to 7.36%.

     Interest and dividend  income on securities  available  for sale  decreased
$1.4 million, or 39.3%, to $2.1 million for the three months ended September 30,
2001 from $3.5 million for the previous  period.  This decrease is primarily the
result of a decrease in the average balance of securities  available for sale of
$75.0 million, or 35.2%.

     Interest  income  on  federal  funds  sold  and  interest-bearing  deposits
increased  $251 thousand to $296  thousand for the three months ended  September
30,  2001  from $45  thousand  for the  previous  quarter,  primarily  due to an
increase in the average balance of $32.1 million,  offset somewhat by a decrease
in the average yield from 6.61% to 3.38%.

     Interest  Expense.  Total interest expense  decreased by $864 thousand,  or
12.1%,  to $6.3 million for the three months ended  September 30, 2001 from $7.2
million  for  the  three  months  ended   September  30,  2000.   Total  average
interest-bearing  liabilities  decreased by $18.7 million to $564.3  million for
the third quarter of 2001 compared to $583.0  million for the same period of the
previous year, primarily due to the pay down of borrowed funds, partially offset
by an  increase in average  interest-bearing  deposits.  The average  balance of
borrowed funds  decreased $25.1 million,  or 17.8%,  from $141.2 million for the
three months  ended  September  30, 2000 to $116.0  million for the three months
ended September 30, 2001. This decrease in borrowed funds reflects  management's
continued  efforts to  de-leverage  the balance  sheet and improve the Company's
interest rate risk position.  During the same periods,  the average rate paid on
interest-bearing liabilities decreased by 46 basis points to 4.43% from 4.89%.

     Provision for Loan Losses. The Company's provision for loan losses is based
upon management's analysis of the adequacy of the allowance for loan losses. The
allowance is increased by a charge to the provision for loan losses,  the amount
of which  depends  upon an analysis of the changing  risks  inherent in the loan
portfolio.  Management  determines the adequacy of the allowance for loan losses
based upon its analysis of risk  factors in the loan  portfolio.  This  analysis
includes evaluation of credit risk, historical loss experience, current economic
conditions,  estimated fair value of underlying collateral,  delinquencies,  and
other  factors.  The  provision  for loan  losses  for the  three  months  ended
September  30, 2001  increased  $30 thousand to $150 thousand from $120 thousand
for the three months ended September 30, 2000. The increase in the provision was
due  primarily  to the  increase in net  charge-offs  as well as the increase in
commercial loans.

                                       17
<PAGE>
     Non-Interest  Income.  Total non-interest income increased by $927 thousand
to $1.3 million for the three months ended September 30, 2001 from $401 thousand
for the three months ended September 30, 2000. This increase is primarily due to
a $422  thousand  (pre-tax)  net gain  related to the  closing of the  Company's
Oneonta branch and the sale of the related deposits, in addition to the increase
in the cash  surrender  value of bank-owned  life insurance of $147 thousand for
the three months ended  September 30, 2001.  During the quarter ended  September
30,  2000  approximately  $1.5  million  in  investments  of   mortgaged-related
securities were sold resulting in a net loss of $56 thousand.  However,  for the
three  months ended  September  30, 2001,  the sale of  securities  transactions
resulted in a net gain of $136  thousand.  Service  charges on deposit  accounts
increased  $43 thousand to $389  thousand for the quarter  ended  September  30,
2001, primarily from increased fees charged on deposit accounts.

     Non-Interest  Expenses.  Non-interest  expenses increased $452 thousand, or
11.3%,  to $4.4 million for the three months ended  September 30, 2001 from $4.0
million for the three  months ended  September  30, 2000  primarily  due to $255
thousand  non-tax-deductible  expenses related to the Company's  proposed merger
with Hudson River Bank and Trust Company.  These and other changes are discussed
in more detail below.

     Salaries,  wages and benefits expense  increased by $36 thousand,  or 1.8%,
for the three months ended September 30, 2001. During the third quarter of 2001,
the Company recognized $36 thousand in expense related to matching contributions
under the Company's 401(k) plan. No matching  contributions were made during the
third  quarter of 2000.  In  addition,  the expense  related to the ESOP for the
third  quarter of 2001 was $42 thousand  higher than the  comparable  quarter in
2000 due to the  increased  stock  price in 2001  relative  to 2000.  Management
believes  that  salaries,  wages and benefits  expenses may  fluctuate in future
periods as costs  related to the  Company's  ESOP are dependent on the Company's
average stock price. Partially offsetting these increases was the recognition of
a net periodic  pension  credit of $64 thousand in the third quarter of 2001, as
compared  to a net  periodic  pension  expense  of  approximately  $10  thousand
recognized during the third quarter of 2000.

     Occupancy and equipment  increased $14 thousand,  or 2.4%, to $600 thousand
for the three  months  ended  September  30,  2001,  from $586  thousand in 2000
primarily due to an increase in  amortization  and  depreciation of software and
equipment related to the change to a new computer system in June 2001.

     Data processing increased $55 thousand, or 13.5%, from $408 thousand in the
2000 period to $463  thousand for the three months ended  September 30, 2001 due
primarily to the increase in volume of deposit and loan accounts serviced by the
Company.


                                       18
<PAGE>

     Excluding  the  $255  thousand  of  merger-related  expenses  noted  above,
professional  fees  decreased $14 thousand to $126 thousand for the three months
ended  September 30, 2001,  from $140 thousand for the comparable  period of the
previous year. Impacting professional fees during the third quarter of 2000 were
costs  associated  with  certain  tax  planning  strategies  implemented  by the
Company.  Management  expects to incur  additional  merger-related  expenses  in
future periods, which will increase non-interest expenses.

     Other  non-interest  expenses  increased $104 thousand,  or 13.8%,  to $858
thousand  for the three  months ended  September  30, 2001 when  compared to the
previous period. This increase was primarily due to expenses associated with the
promotion of bank  products  and services  utilizing  television  and  billboard
advertisements  during the quarter  ended  September  30, 2001.  No such special
advertising was conducted during the third quarter of 2000.

     Income Tax  Expense.  Income tax expense  increased  by $169  thousand,  or
28.9%,  to $753 thousand for the three months ended September 30, 2001 from $584
thousand for the three months ended September 30, 2000. Moreover,  the effective
tax rate increased  from 39.2% for the three months ended  September 30, 2000 to
43.1% for the three  months  ended  September  30,  2001.  The  increase  in the
effective  tax rate was due primarily to the  non-tax-deductible  merger-related
expenses mentioned above.




Consolidated Average Balances, Interest Rates & Yields

     The  following  table  presents for the periods  indicated the total dollar
amount of interest and dividend  income earned on average earning assets and the
resultant  yields,  as well as the  total  dollar  amount  of  interest  expense
incurred on average interest-bearing liabilities and the resultant rates. No tax
equivalent  adjustments  were  made.  All  average  balances  are daily  average
balances.  Non-accruing  loans  have been  included  in the table as loans  with
interest earned on a cash basis only. Securities available for sale are included
at amortized cost.

                                       19
<PAGE>
<TABLE>
<CAPTION>
                                                                    Nine months ended September 30,
                                                              2001                                   2000
                                          ------------------------------------   ------------------------------------
                                                Average     Interest    Yield/         Average     Interest    Yield/
                                                Balance     Inc./Exp.    Rate          Balance     Inc./Exp.    Rate
<S>                                             <C>           <C>        <C>           <C>           <C>        <C>
Earning assets:                                                       (Dollars in thousands)
  Loans receivable (1)                          $468,433     $26,165     7.47%         $467,286     $26,070     7.45%
  Securities available for sale (AFS)(2)         147,917       7,147     6.46%          216,943      10,718     6.60%
  Federal Home Loan Bank stock                     7,927         441     7.44%            8,819         448     6.79%
  Federal funds sold &
     interest-bearing deposits                    45,649       1,646     4.82%            2,668         117     5.86%
                                          --------------   ---------  --------   --------------   ---------  --------
      Total earning assets                       669,926      35,399     7.06%          695,716      37,353     7.17%
                                          --------------   ---------  --------   --------------   ---------  --------
Allowance for loan losses                         (5,735)                                (5,551)
Unrealized loss on AFS securities                   (811)                               (10,272)
Other assets                                      39,764                                 34,541
                                          ---------------                        ---------------
Total assets                                    $703,144                               $714,434
                                          ===============                        ===============

Interest-bearing liabilities:
  Savings deposits                               125,562       2,434     2.59%          128,297       2,635     2.74%
  NOW  deposits                                   46,758         519     1.48%           38,598         441     1.53%
  Certificates of deposit                        251,992      10,851     5.76%          238,263       9,917     5.56%
  Money market accounts                           23,059         633     3.67%           26,701         769     3.85%
  Borrowed funds                                 133,630       6,072     6.08%          163,630       7,426     6.06%
                                          --------------   ---------  --------   --------------   ---------  --------
      Total interest-bearing liabilities         581,001      20,509     4.72%          595,489      21,188     4.75%
                                          --------------   ---------  --------   --------------   ---------  --------
Demand deposits                                   36,963                                 36,632
Other liabilities                                  8,401                                  6,565
                                          ---------------                        ---------------
Total liabilities                                626,365                                638,686
                                          ---------------                        ---------------
Stockholders' equity                              76,779                                 75,748
                                          ---------------                        ---------------
Total liabilities & equity                      $703,144                               $714,434
                                          ===============                        ===============

    Net interest income                                      $14,890                                $16,165

    Interest rate spread                                                 2.34%                                  2.42%

    Net earning assets                          $ 88,925                               $100,227

    Net interest margin                                                  2.97%                                  3.10%

    Average earning assets/Average
     interest-bearing liabilities                115.31%                                116.83%

(1)  Calculated net of deferred loan fees and costs, loan discounts and loans in process.
(2)  Securities available for sale exclude securities pending settlement.
</TABLE>
                                       20
<PAGE>
Consolidated Rate/Volume Analysis of Net Interest Income

     The following  table  presents the dollar amount of changes in interest and
dividend income and interest  expense for major components of earning assets and
interest-bearing  liabilities.  It distinguishes  between the changes related to
outstanding  balances and the changes due to changes in interest rates. For each
category of earning  assets and  interest-bearing  liabilities,  information  is
provided  on changes  attributable  to (i) changes in volume  (i.e.   changes in
volume  multiplied  by old rate) and (ii) changes in rate (i.e.  changes in rate
multiplied by old volume).  For purposes of this table,  changes attributable to
both  rate  and  volume,  which  cannot  be  segregated,   have  been  allocated
proportionately to the change due to volume and the change due to rate.

                                                 Nine months ended September 30,
                                                           2001 vs. 2000
                                                -------------------------------
                                                       Increase
                                                      (Decrease)
                                                        Due to           Total
                                                ---------------------  Increase
                                                  Volume       Rate   (Decrease)
                                                ---------    --------  --------
Earning assets                                             (In thousands)
  Loans receivable ..........................    $    47      $   48     $   95
  Securities available for sale .............     (3,355)       (216)    (3,571)
  Federal Home Loan Bank stock ..............        (47)         40         (7)
  Federal funds sold and interest-bearing
     deposits ...............................      1,554         (25)     1,529
                                                ---------    --------  --------
      Total earning assets ..................     (1,801)       (153)    (1,954)
                                                ---------    --------  --------
Interest-bearing liabilities
  Savings deposits ..........................        (55)       (146)      (201)
  NOW  deposits .............................         88         (10)        78
  Certificates of deposit ...................        584         350        934
  Money market accounts .....................       (103)        (33)      (136)
  Borrowed funds ............................     (1,375)         21     (1,354)
                                                ---------    --------  --------
      Total interest-bearing liabilities ....       (861)        182       (679)
                                                ---------    --------  --------
    Net interest income .....................    $  (940)     $ (335)   $(1,275)
                                                =========    ========  ========


                                       21
<PAGE>

Comparison of Operating Results for the Nine Months Ended September 30, 2001 and
2000.

     Net Income.  Net income increased by $363 thousand,  or 12.9%, for the nine
months ended  September  30, 2001 to $3.2 million from $2.8 million for the nine
months ended  September 30, 2000. Net income for the nine months ended September
30, 2001 was significantly  impacted by a $1.0 million ($634 thousand after-tax)
curtailment gain related to the freezing of benefit  accruals and  participation
in the Company's  defined  benefit  pension plan, in addition to a $422 thousand
(pre-tax)  net gain related to the closing of the Company's  Oneonta  branch and
the sale of the related deposits, as well as $255 thousand of non-tax-deductible
expenses  incurred to date related to the Company's  proposed merger with Hudson
River Bank and Trust  Company.  These and other  changes are  discussed  in more
detail below.

     Net Interest Income.  Net interest income decreased $1.3 million,  or 7.9%,
from $16.2 million for the nine months ended September 30, 2000 to $14.9 million
for the nine months  ended  September  30,  2001.  The  decrease in net interest
income was  primarily  due to a decrease in the interest  rate spread from 2.42%
for the nine months of 2000 to 2.34% for the nine months of 2001,  a decrease in
the net interest  margin from 3.10% to 2.97%,  and a decrease in average earning
assets of $25.8  million,  a portion of which is  attributable  to the Company's
treasury stock purchases, as well as the purchase of bank owned life insurance.

     Interest and Dividend  Income.  Interest and dividend  income  decreased by
$2.0 million,  or 5.2%,  from $37.4 million for the nine months ended  September
30, 2000 to $35.4  million for the nine months ended  September  30,  2001.  The
decrease was largely the result of a decrease in the average  balance of earning
assets from  $695.7  million for the nine  months  ended  September  30, 2000 to
$669.9 million for the nine months ended September 30, 2001.

     Interest and fees on loans  increased $95 thousand to $26.2 million for the
nine months ended  September 30, 2001 due to an increase in the average  balance
of loans  receivable of $1.1 million to $468.4 million for the nine months ended
September 30, 2001 from $467.3 million for the comparable period of the previous
year, in addition to a 2 basis point increase in the average yield.

     Interest and dividend  income on securities  available  for sale  decreased
$3.6 million,  or 33.3%, to $7.1 million for the nine months ended September 30,
2001 from $10.7 million for the previous period.  This decrease is primarily the
result of a decrease in the average balance of securities  available for sale of
$69.0 million, or 31.8%.

     Interest  income  on  federal  funds  sold  and  interest-bearing  deposits
increased  $1.5 million to $1.6 million for the nine months ended  September 30,
2001 from $117 thousand for the previous period  primarily due to an increase in
the average balance of $43.0 million.

                                       22
<PAGE>

     Interest  Expense.  Total interest expense  decreased by $679 thousand,  or
3.2%, to $20.5  million for the nine months ended  September 30, 2001 from $21.2
million for the nine months ended September 30, 2000. This decrease is primarily
due to a decrease in the average balance of borrowed funds, offset in part by an
increase in the average  balance  and the rate paid on  certificates  of deposit
during the  period.  The  average  balance of  borrowed  funds  decreased  $30.0
million,  or 18.3%,  from $163.6 million for the nine months ended September 30,
2000 to $133.6 million for the nine months ended September 30, 2001. As noted in
the three month discussion, the decrease in borrowed funds reflects management's
continued  efforts to  de-leverage  the balance  sheet and improve the Company's
interest rate risk position.  The average  balance on  certificates  of deposits
increased to $252.0 million for the nine months ended  September 30, 2001,  from
$238.3 million for the comparable  period of the previous  year.  Likewise,  the
average rate paid on certificates of deposit increased 20 basis points to 5.76%.
Based on current market interest rates and the  prospective  run-off in CD's, it
is anticipated  that the average rate paid on these deposits will trend downward
in subsequent periods.

     Provision  for Loan  Losses.  The  provision  for loan  losses for the nine
months ended  September  30, 2001  increased  $30 thousand to $390 thousand from
$360 thousand for the nine months ended  September 30, 2000. The increase in the
provision  was due primarily to the increase in net  charge-offs  as well as the
increase in commercial loans.

     Non-Interest Income. Total non-interest income increased by $2.3 million to
$3.6 million for the nine months ended  September 30, 2001 from $1.3 million for
the nine months ended September 30, 2000. As previously mentioned, significantly
impacting  non-interest  income  during the first nine months of 2001 was a $1.0
million  curtailment  gain  related  to the  freezing  of benefit  accruals  and
participation  in the Company's  defined  benefit pension plan, in addition to a
$422 thousand (pre-tax) net gain related to the closing of the Company's Oneonta
branch  and the  sale of the  related  deposits.  The  Company  recognized  $279
thousand of non-interest  income due to the increase in the cash surrender value
of bank-owned  life insurance for the nine months ended  September 30, 2001. For
the nine months  ended  September  30, 2000,  the Company sold  mortgage-related
securities recognizing a net loss of $102 thousand. However, for the nine months
ended  September 30, 2001, a $208 thousand net gain was recognized on securities
transactions. Service charges on deposit accounts increased $87 thousand to $1.1
million for the nine months ended  September 30, 2001  primarily  from increased
fees charged on deposit accounts.

     Non-Interest  Expenses.  Non-interest  expenses increased $462 thousand, or
3.8%, to $12.8 million for the nine months ended September 30, 2001. The various
changes are discussed in more detail below.

     Salaries,  wages and benefits  decreased by $46 thousand for the first nine
months of 2001  primarily  due to a decrease  in  benefits  associated  with the
curtailment  of the  Company's  pension  plan,  which  reduced the service  cost
component of net periodic pension  cost/credit.  During the first nine months of
2001,  the Company  recognized a net periodic  pension  credit of $192  thousand
compared to a net periodic  pension  expense of $78 thousand for the same period
of the previous year. However, during the first nine months of 2001, the Company
recognized $105 thousand in expense related to matching  contributions under the
Company's  401(k)  plan.  No matching  contributions  were made for the previous
year. In addition,  the expense related to the ESOP for the first nine months of
2001 was $111  thousand  higher  than the  comparable  period in 2000 due to the
increased  stock  price in 2001  relative  to  2000.  Management  believes  that
salaries,  wages and benefits  expenses may fluctuate in future periods as costs
related to the  Company's  ESOP are  dependent on the  Company's  average  stock
price.

                                       23
<PAGE>
     Occupancy  and equipment  increased $82 thousand,  or 4.6%, to $1.9 million
for the nine  months  ended  September  30, 2001 when  compared to the  previous
period  primarily  due to costs  related to the change to a new computer  system
which  resulted in a $57 thousand  loss from the disposal of the old  equipment.
Also  contributing to the increase is the  acceleration of lease expense and the
amortization  of leasehold  improvements  totaling $57 thousand during the first
quarter of 2001, related to a branch office that closed in June 2001.

     Data processing  increased $98 thousand,  or 8.2%, from $1.2 million in the
2000 period to $1.3  million for the nine months  ended  September  30, 2001 due
primarily to the increase in volume of deposit and loan accounts serviced by the
Company.

     Real estate owned and repossessed  assets expense decreased $17 thousand to
$45  thousand  for the nine months  ended  September  30, 2001 due  primarily to
larger losses recognized on the sale of real estate owned and repossessed assets
during the 2000 period as compared to the 2001 period.

     Professional  fees  increased  $399  thousand to $778 thousand for the nine
months ended  September 30, 2001  primarily due to the $255 thousand of expenses
related to the proposed merger with Hudson River Bank and Trust Company, as well
as  professional  fees incurred in the amount of $157 thousand during the second
quarter of 2001 in connection with the Company's  response to inquires from, and
preliminary   discussions  with,  third  parties  regarding   possible  business
combinations with the Company.

     Other  non-interest  expenses  decreased  $54  thousand,  or 2.2%,  to $2.4
million  for the nine  months  ended  September  30,  2001 when  compared to the
previous period. This decrease was primarily due to expenses associated with the
promotion and  advertising of time deposit and lending  products  offered during
the first half of 2000. No such  promotion was offered  during the first half of
2001. In addition, the Company reduced the costs associated with armored car and
courier  service by  implementing a change in both the carrier and in the number
of runs made.

     Income Tax Expense. Income tax expense increased by $190 thousand, or 9.8%,
to $2.1 million for the nine months ended  September 30, 2001.  The increase was
primarily  the result of the  increase in income  before  taxes,  as well as the
impact  of  the  non-tax-deductible  merger-related  expenses  mentioned  above,
partially offset by the impact of certain tax planning strategies implemented by
the Company, which decreased the effective tax rate.

                                       24
<PAGE>

ASSET QUALITY

Non-Performing Assets

     The table  below sets forth the amounts and  categories  of  non-performing
assets at the dates indicated.

                                   Sept. 30,  Dec. 31,
                                     2001      2000
                                    ------    ------
                                     (In thousands)
Non-accruing loans:
   One-to four-family (1)........   $1,432    $1,471
   Commercial real estate .......     --          44
   Consumer .....................      473       418
   Commercial business ..........      554       515
                                    ------    ------
     Total ......................    2,459     2,448
                                    ------    ------

Accruing loans delinquent
   more than 90 days:
   One-to four-family (1) .......      267       247
   Consumer .....................     --          10
                                    ------    ------
     Total ......................      267       257
                                    ------    ------

Troubled debt restructured loans:
   One-to four-family (1)........       81        82
   Commercial real estate .......      446       458
   Commercial business ..........     --           1
                                    ------    ------
     Total ......................      527       541
                                    ------    ------
Total non-performing loans ......    3,253     3,246
                                    ------    ------

Foreclosed and repossessed assets:
   One-to four-family (1)........      179       232
   Commercial real estate .......     --         112
   Consumer .....................       66        29
                                    ------    ------
     Total ......................      245       373
                                    ------    ------

Total non-performing assets .....   $3,498    $3,619
                                    ======    ======

Non-performing loans as a
  percentage of total loans .....     0.68%     0.70%
                                    ======    ======
Non-performing assets as a
  percentage of total assets ....     0.52%     0.51%
                                    ======    ======

(1)  Includes home equity loans.

                                       25
<PAGE>

Allowance for Loan Losses

     The allowance for loan losses is  established  through a provision for loan
losses based on management's evaluation of the risks inherent in the Bank's loan
portfolio and changes in the nature and volume of its loan  activity,  including
those  loans  that  are  being  specifically   monitored  by  management.   Such
evaluation,  which includes a review of loans for which full  collectibility may
not be reasonably assured,  considers,  among other matters,  the estimated fair
value of the  underlying  collateral  for collateral  dependent  loans,  the net
present  value of  estimated  future  cash  flows if the loan is not  collateral
dependent,  economic  conditions,  historical  loan loss  experience,  and other
factors  that  warrant  recognition  in  providing  for an  adequate  loan  loss
allowance. The following table sets forth an analysis of the Company's allowance
for loan losses.
                                          For the nine months
                                          ended September 30,
                                           2001         2000
                                          -------     -------
                                             (In thousands)

Balance at beginning of period ........   $ 5,745     $ 5,509

Charge-offs:
     One- to four-family (1) ..........       (33)        (14)
     Consumer .........................      (166)       (217)
     Commercial business ..............      (215)        (21)
                                          -------     -------
        Total charge-offs .............      (414)       (252)
                                          -------     -------
Recoveries:
     One- to four-family (1) ..........         3           3
     Commercial real estate ...........      --            13
     Consumer .........................        15          44
     Commercial business ..............        21          12
                                          -------     -------
        Total recoveries ..............        39          72
                                          -------     -------
Net charge-offs .......................      (375)       (180)
Provisions charged to operations ......       390         360
                                          -------     -------
Balance at end of period ..............     5,760       5,689
                                          =======     =======

Ratio of allowance for loan
losses to total loans (period end) ....      1.21%       1.22%

Ratio of allowance for loan losses
to non-performing loans (period end) ..    177.07%     180.49%

Ratio of net charge-offs during the
period to average loans outstanding
during period (annualized) ............      0.11%       0.05%

(1) Includes home equity loans.

                                       26
<PAGE>

Liquidity and Capital Resources

     The Bank is required by OTS regulations to maintain sufficient liquidity to
ensure its safe and sound operation.  The Company's sources of liquidity include
cash  flows  from  operations,   principal  and  interest   payments  on  loans,
mortgage-backed  securities and collateralized mortgage obligations,  maturities
of  securities,  deposit  inflows,  borrowings  from  the  FHLB of New  York and
proceeds from the sale of securities sold under agreements to repurchase.

     While maturities and scheduled amortization of loans and securities are, in
general, a predictable  source of funds,  deposit flows and prepayments on loans
and  securities  are greatly  influenced  by general  interest  rates,  economic
conditions and  competition.  In addition,  the Company  invests excess funds in
overnight deposits which provide liquidity to meet lending requirements.

     In addition to deposit  growth,  the Company borrows funds from the FHLB of
New York or may utilize  other types of borrowed  funds to  supplement  its cash
flows.  At  September  30, 2001 and  December  31,  2000,  the Company had $56.7
million and $71.4 million, respectively, in outstanding borrowings from the FHLB
and $52.5 million and $72.5  million,  respectively,  in  securities  repurchase
agreements, the vast majority of which are also with the FHLB.

     As of  September  30, 2001 and  December  31,  2000,  the Company had $92.5
million and $139.0 million,  respectively, of securities classified as available
for sale. The liquidity of the securities  available for sale portfolio provides
the Company with additional potential cash flows to meet loan growth and deposit
flows.

     Liquidity  may  be  adversely  affected  by  unexpected  deposit  outflows,
excessive interest rates paid by competitors,  adverse publicity relating to the
savings and loan industry,  and similar matters.  Management  monitors projected
liquidity  needs  and  determines  the  level  desirable,  based  in part on the
Company's commitment to make loans and management's  assessment of the Company's
ability to generate funds.

     The Bank is subject to federal  regulations  that  impose  certain  minimum
capital requirements. At September 30, 2001, the Bank's capital exceeded each of
the regulatory capital  requirements of the OTS. The Bank was "well capitalized"
at September 30, 2001 according to regulatory definition. At September 30, 2001,
the Bank's  tangible and core capital  levels were both $61.2 million  (9.23% of
total adjusted assets) and its total risk-based  capital level was $65.9 million
(17.76% of total  risk-weighted  assets).  The minimum  regulatory capital ratio
requirements of the Bank are 1.5% for tangible  capital,  4.0% for core capital,
and 8.0% for total risk-based capital.

     During the first  nine  months of 2001,  the  Company  repurchased  263,477
shares of its common stock in open-market  transactions  at a total cost of $4.9
million.



                                       27
<PAGE>

Item 3.

     Quantitative And Qualitative Disclosures About Market Risk


     There have been no material  changes in the  Company's  interest  rate risk
position  since December 31, 2000.  Other types of market risk,  such as foreign
exchange rate risk and  commodity  price risk, do not arise in the normal course
of the Company's business activities.

Part II - Other Information

Item 1.  Legal Proceedings

                Not applicable.

Item 2.  Changes in Securities

                Not applicable.

Item 3.  Defaults Upon Senior Securities

                Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders

                Not applicable.

Item 5.  Other Information

                Registrant filed proxy material concerning its  proposed  merger
                with Hudson River Bank and Trust Company.

Item 6.  Exhibits and Reports on Form 8-K

      (a)   Exhibits as required by Item 601 of Regulation S-K.

                Not applicable.

      (b)   Reports on Form 8-K

                The Company filed a current report on Form 8-K  with the  SEC on
                September 6, 2001,  to  report  the  entering into of the merger
                agreement  dated  September 4, 2001, with  Hudson River Bank and
                Trust Company.


                                       28
<PAGE>

                                   SIGNATURES


     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.

AMBANC HOLDING CO., INC.



/s/ John M. Lisicki

John M. Lisicki
President and Chief Executive Officer
(Principal Executive Officer)
Date:  November 14, 2001



/s/ James J. Alescio

James J. Alescio
Executive Vice President, and CFO
(Principal Financial and Accounting Officer)
Date:  November 14, 2001
























                                       29