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 March 31, 1997
                                        ---------------------
                                       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 May 14, 1997
-----------------------------                -----------------------------------
Common Stock, $.01 Par Value                             4,392,023

<PAGE>


AMBANC HOLDING CO., INC. AND SUBSIDIARIES
FORM 10-Q
March 31, 1997



                                      Table of Contents


Part I.   FINANCIAL INFORMATION

Item 1.        Consolidated Interim Financial Statements(unaudited):

               Consolidated Interim Statements of Income for the three months
               ended March 31, 1997 and 1996.................................. 3

               Consolidated Interim Statements of Financial Condition at
               March 31, 1997 and December 31, 1996........................... 4

               Consolidated Interim Statements of Cash Flows for the three
               months ended March 31, 1997 and 1996........................... 5

               Summarized Notes to Consolidated Interim Financial Statements.. 7

Item 2.        Management's Discussion and Analysis of Financial
               Condition and Results of Operations............................ 8

Part II.   OTHER INFORMATION..................................................16

Item 6.        Exhibits and Reports on Form 8-K...............................16

SIGNATURES....................................................................17


EXHIBITS INDEX................................................................18


<PAGE>
Part I.   Financial Information

          Item 1.  Financial Statements
AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Interim Statements of Income (unaudited)
(dollars in thousands, except per share amounts)


                                                              The Three Months
                                                               Ended March 31,
                                                               1997       1996
                                                             -------    -------
Interest and dividend income:
   Loans .................................................   $ 4,891    $ 5,049
   Securities available for sale .........................     3,659      1,220
   Federal Funds Sold ....................................        88        614
   Federal Home Loan Bank stock ..........................        37         32
                                                             -------    -------
     Total interest income ...............................     8,675      6,915
                                                             -------    -------

Interest Expense:
   Deposits ..............................................     3,103      3,262
   Borrowings ............................................     1,552         --
                                                             -------    -------
     Total interest expense ..............................     4,655      3,262
                                                             -------    -------
     Net interest income .................................     4,020      3,653

Provision for loan losses ................................       363      1,628
                                                             -------    -------
     Net interest income after provision
       for loan losses ...................................     3,657      2,025
                                                             -------    -------

Non-interest income:
   Service charges on deposit accounts ...................       181        176
   Net losses on securities transactions .................        (1)       (98)
   Other .................................................        54         54
                                                             -------    -------
     Total other income ..................................       234        132
                                                             -------    -------

Non-interest expense:
   Salaries, wages and benefits ..........................     1,346      1,254
   Occupancy and equipment ...............................       334        341
   Data processing .......................................       232        221
   Federal deposit insurance premium .....................         9          1
   Correspondent bank processing fees ....................        34         28
   Real estate owned and repossessed assets expenses, net        110        127
   Professional fees .....................................       109        140
   Other .................................................       641        580
                                                             -------    -------
     Total other expenses ................................     2,815      2,692
                                                             -------    -------

Income (loss)  before taxes ..............................     1,076       (535)
Income tax expense (benefit) .............................       424       (221)
                                                             -------    -------
     Net income (loss) ...................................   $   652    ($  314)
                                                             =======    =======

Net income (loss) per common share  (4,011,349  and 4,988,924  weighted  average
number of shares issued and outstanding, for the three months
ended March  31, 1997 and 1996, respectively)  ...........   $  0.16    ($ 0.06)


See accompanying notes to consolidated interim financial statements

                                       3
<PAGE>

AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Interim Statements of Financial Condition (unaudited)
(dollars in thousands)

                                                           March 31     Dec. 31,
                                                             1997         1996
                                                          ---------    ---------
                           Assets
                           ------

Cash and due from banks ..............................   $   5,608    $   6,387
Federal funds sold ...................................       6,700        4,500
                                                         ---------    ---------
     Cash and cash equivalents .......................      12,308       10,887

Securities available for sale, at fair value .........     202,733      200,539
Loans receivable, net of unamortized fees ............     251,792      251,532
     Allowance for loan losses .......................      (3,712)      (3,438)
                                                         ---------    ---------
     Loans receivable, net ...........................     248,080      248,094
Accrued interest receivable ..........................       3,274        3,201
Premises and equipment, net ..........................       2,818        2,784
Federal Home Loan Bank of New York stock, at cost ....       3,291        2,029
Real estate owned and repossessed assets .............         663          715
Other assets .........................................       4,950        4,172
                                                         ---------    ---------
     Total assets ....................................   $ 478,117    $ 472,421
                                                         =========    =========

             Liabilities and Shareholders' Equity
             ------------------------------------

Liabilities:
   Deposits ..........................................   $ 311,471    $ 298,082
   Advances from borrowers for taxes and insurance ...       1,111        1,703
   Advances from FHLB ................................          --        6,000
   Other borrowed funds ..............................     102,310      102,780
   Accrued interest payable ..........................       1,037        1,077
   Accrued expenses and other liabilities ............       1,369        1,261
                                                         ---------    ---------
     Total liabilities ...............................     417,298      410,903

Shareholders' equity:
   Preferred stock $.01 par value.Authorized 5,000,000
    shares; none outstanding at March  31, 1997 and
   December 31, 1996 ..................................        --           --
   Common stock $.01 par value. Authorized 15,000,000
    shares; 5,422,250  shares issued
    at  March 31, 1997  and December 31, 1996 .........         54           54
   Additional paid in capital .........................     52,166       52,128
   Retained earnings,substantially restricted .........     25,088       24,436
   Treasury Stock, at cost (1,030,227 shares at March
     31,1997   and  December                               (11,208)     (11,208)
   Common stock acquired by ESOP ......................     (3,680)      (3,812)
   Net unrealized loss on securities available for sale     (1,601)         (80)
                                                          ---------    ---------
     Total shareholders' equity .......................     60,819       61,518

     Total liabilities and shareholders' equity .......  $ 478,117    $ 472,421
                                                          ========     ========


See accompanying notes to consolidated interim financial statements

                                       4
<PAGE>

AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Interim Statements of Cash Flows (unaudited)
(dollars in thousands)                                      For the Three months
                                                               Ended March 31
                                                               1997        1996
                                                             -------    --------
Increase (decrease) in cash and cash equivalents:  Cash flows provided (used) by
operating activities:
    Net income (loss) ...................................  $    652    ($   314)
    Adjustments to reconcile net income (loss)  to net
    cash provided (used) by operating activities:
       Depreciation .....................................       118         111
       Amortization of computer software costs ..........        11          16
       Provision for loan losses ........................       363       1,628
       ESOP Compensation Expense ........................       170         109
       Net loss (gains) on sale and redemptions of
           securities available for sale ................         1          98
       Net loss on sale and writedowns of other real
            estate owned and other repossessed assets ...        65          31
       Net amortization on  securities ..................        86         107
       Decrease in accrued interest receivable
            and other assets ............................       180      16,858
       Increase (Decrease) in accrued expenses and
           other liabilities ............................        68     (43,790)
       Increase (decrease) in advances from
           borrowers for taxes and insurance ............      (592)       (541)
                                                            --------    --------
                    Net cash provided (used) by
                      operating activities ..............     1,122     (25,687)

Cash flows from investing activities:
    Proceeds from sales and redemptions of
       securities available for sale ....................     2,467      15,299
    Purchases of securities available for sale ..........   (12,529)    (60,055)
    Proceeds from principal paydowns and
        maturities of securities available for sale .....     5,232      10,234
    Purchase of FHLB stock ..............................    (1,262)       (137)
    Net (increase) decrease in loans made to
        customers .......................................      (424)      3,277
    Capital Expenditures ................................      (152)       (109)
    Expenditures Computer Software ......................       (14)          0
    Proceeds from Sale of other real estate owned and
       otherhrepossessedsassetset .......................        62         159
                                                            --------    --------
                    Net cash used by investing
                          activities ....................    (6,620)    (31,332)

                                                                 (Continued)

                                       5
<PAGE>

AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Interim Statements of Cash Flows, Continued (unaudited)
(dollars in thousands)
                                                            For the Three months
                                                               Ended March 31
                                                               1997        1996
                                                            --------    --------
 Cash flows from financing activities:
     Net increase (decrease) in deposits .................   13,389      (1,908)
      Repayments on FHLB borrowings, net .................   (6,000)         --
     Decrease in other borrowed funds ....................     (470)         --
                                                            --------     -------
     Net cash provided by financing activities ...........    6,919      (1,908)
                                                            -------      -------

 Net increase (decrease) in cash and cash equivalents ....    1,421     (58,927)
 Cash and cash equivalents at beginning of year ..........   10,887      84,613
                                                            -------     -------
 Cash and cash equivalents at end of period .............. $ 12,308    $ 25,686
                                                            =======     =======


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

          Interest ....................................... $  4,698    $  3,250
                                                            =======     =======

          Income Taxes ................................... $    270    $    447
                                                            =======     =======

Noncash investing activity:
  Net reduction in loans  receivable  resulting from the transfer to real estate
  owned and other repossessed
  assets .................................................  $     75    $   914
                                                             =======     =======

  Net decrease in unrealized loss on investment
      securities and mortgage-backed securities,
      available for sale, net of deferred tax effect ..... ($  1,521)  ($   582)
                                                             =======     =======

See accompanying notes to consolidated interim financial statements


                                       6
<PAGE>

   SUMMARIZED NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(1) In  management's  opinion,  the financial  information,  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 month periods  ended March 31, 1997 and March 31, 1996 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) 1996 Annual Report on Form 10-K. The results of operations for
the interim periods are not necessarily  indicative of the results of operations
to be expected for the full fiscal year ended December 31, 1997.

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

(3) Earnings per Share

      Earnings  or loss per share are  computed  based on the  weighted  average
number of shares  outstanding,  less unreleased employee stock ownership shares,
during the  period.  The  weighted  average  number of shares  outstanding  were
4,011,349  and  4,988,924  for the three  months  ended March 31, 1997 and 1996,
respectively.

(4) In February 1997, the Financial  Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings per Share" (Statement 128),
which  establishes  standards for computing  and  presenting  earnings per share
(EPS).  This  Statement  simplifies  the standards for computing EPS making them
comparable to international EPS standards and supersedes  Accounting  Principals
Board  Opinion  No.  15,  "Earnings  per  Share"  and  related  interpretations.
Statement 128 replaces the  presentation of primary EPS with the presentation of
basic EPS. It also  requires dual  presentation  of basic and diluted EPS on the
face of the income  statement for all entities with complex  capital  structures
and requires a  reconciliation  of the numerator and  denominator of the diluted
EPS computation.

      Basic EPS excludes  dilution and is computed by dividing income  available
to  common  stockholders  by  the  weighted  average  number  of  common  shares
outstanding  for the period.  Diluted EPS reflects the  potential  dilution that
could  occur  if  securities  or other  contracts  to issue  common  stock  were
exercised or converted into common stock,  or resulted in the issuance of common
stock  that  then  shared in the  earnings  of the  entity.  This  Statement  is
effective for financial  statements issued for periods ending after December 15,
1997,  including  interim periods.  Earlier  application is not permitted.  This
Statement requires restatement of all prior-period EPS data presented.

      The Company will present its EPS  information in accordance with Statement
128 as of  December  31,  1997.  Management  anticipates  that the effect of the
adoption  of this  Statement  will not have a material  effect on the  Company's
consolidated financial statements.


                                       7
<PAGE>


Item 2

  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                   OPERATIONS


      The following  discussion and analysis should be read in conjunction  with
the unaudited  consolidated  interim financial  statements and related notes and
with the statistical  information and  consolidated  financial data appearing in
this report as well as the Company's 1996 Annual Report on Form 10-K.

      When used in this  quarterly  Report on Form  10-Q,  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  --  including,  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,
that could cause actual results to differ materially from historical earnings or
losses and those  presently  anticipated  or  projected.  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.

      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.

General

        The results of operations of the Company's subsidiary Bank are dependent
primarily on net interest  income,  which is the  difference  between the income
earned on its  loans and  securities  and its cost of funds,  consisting  of the
interest  paid on  deposits  and  borrowings.  Results  of  operations  are also
affected by the Bank's  provision  for loan losses,  net expenses on  foreclosed
assets and by general economic and competitive conditions,  particularly changes
in interest rates,  government  policies and actions of regulatory  authorities.
Future  changes in  applicable  law,  regulations  or  government  policies  may
materially  impact the  financial  condition  and results of  operations  of the
Company and the Bank.

      Ambanc recorded net income of $652,000, or $0.16 per common share, for the
quarter ended March 31, 1997.  These results  compare to a net loss of $314,000,
or $0.06 per share, for the comparable  period in 1996. The net loss recorded in
the 1996 period was  attributable to an initial $1.5 million  provision for loan
losses  related to the Chapter 11  bankruptcy  filing on March 29, 1996,  by the
Bennett Funding Group, Inc.  ("Bennett"  herein), a lease financing company that
had a $3.6 million  aggregate loan  relationship with the Company's wholly owned


                                       8
<PAGE>



subsidiary bank,  Amsterdam Savings Bank, FSB, as of the bankruptcy filing date.
Excluding the Bennett  provision,  the Company  would have earned  approximately
$593,000, or $0.12 per share, for the three months ended March 31, 1996.

      Non-performing  assets,  which  included  $1.9 million for Bennett (in the
fourth  quarter  of 1996,  the  Company  recorded a partial  charge-off  of $1.7
million  against the original  loan balance of $3.6  million),  improved to $5.1
million at March 31, 1997,  from $5.6 million at December 31, 1996. At March 31,
1997,  non-performing  assets  were 1.06% of total  assets  compared to 1.18% at
December 31, 1996.  The Company's  allowance  for loan losses to  non-performing
loans and to total loans at March 31, 1997, were 83.87% and 1.47%, respectively,
compared to 70.47 % and 1.37 %,  respectively,  at December 31, 1996. See "Asset
Quality" herein.


                              RESULTS OF OPERATIONS

Net Interest Income

      Net interest income before  provision for loan losses for the three months
ended March 31,  1997,  was $4.0  million,  an increase of  $367,000,  or 10.0%,
compared to the same period in 1996. The  improvement in net interest income was
attributable  to an increase of $87.3  million,  or 23.3%,  in average  interest
earning  assets in the quarter  ended March 31, 1997 compared to the prior year,
partially  offset by a narrowing in the average net interest  margin by 39 basis
points to 3.53% for the quarter  ended March 31,  1997,  from 3.92% for the same
quarter in 1996. The growth in average interest earning assets was primarily the
result of an increase in securities available for sale ("securities AFS" herein)
of $125.6  million to $201.5  million,  partially  offset by a decrease of $39.1
million in federal funds sold.

      The   narrowing  in  the  Company's   average  net  interest   margin  was
attributable  primarily to a change in the  composition  or mix of the Company's
average  interest-bearing  liabilities  as a  percentage  of its  total  average
funding mix, which is composed of interest-bearing  liabilities and non-interest
bearing  funds.  During the  quarter  ended March 31,  1996,  the Company had no
borrowed  funds as part of its funding mix.  However,  as part of the  Company's
strategy to increase  earnings,  the Company  initiated a program  subsequent to
March 31,  1996,  in which it  borrowed  funds to  purchase  securities  AFS and
simultaneously  pledged the bulk of these  securities as  securities  sold under
agreements to repurchase  ("reverse repos" herein). As a result of this program,
average borrowed funds for the quarter ended March 31, 1997, increased to $104.7
million at an average rate of 5.93%, primarily reverse repos, which increased to
$102.5 million. Mainly as a result of these borrowings, average interest-bearing
liabilities for the three months ended March 31, 1997, increased to 83.9% of the
Company's  total average  funding mix compared to 77.2% for the comparable  1996
period.

Provision for loan losses

      Provision  for loan losses  declined by $1.3  million to $363,000  for the
three months ended March 31, 1997,  from $1.6 million in 1996.  The decrease was
attributable  to the initial  $1.5  million  Bennett  provision  recorded in the
quarter ended March 31, 1996. See "--General" and "--Asset Quality" herein.

                                       9
<PAGE>

Non-interest income

      Total non- interest  income  increased by $102,000 to $234,000,  primarily
due to a reduction in net losses on  securities  sold of $97,000.  In late 1995,
the Bank's  securities  portfolio was yielding below market rates . On the basis
of its  projection  that  the  losses  on the  sales  would  be  recovered  in a
relatively  short period of time,  management  decided to sell most of its below
market  holdings  in early  January  1996 and  reinvest  the  proceeds in higher
yielding securities .

Non-interest expense

      Total non-interest  expenses increased $123,000,  or 4.6%, to $2.8 million
for the three months ended March 31, 1997,  compared to the same period in 1996.
The increase primarily resulted from an increase in salaries, wages and benefits
by $92,000,  $81,000 of which resulted from increased accruals for the Company's
ESOP and other stock based compensation during the quarter ended March 31, 1997.
Excluding  salaries,   wages  and  benefits,  the  net  increase  in  all  other
non-interest  expenses was $31,000,  or 2.2%, when compared to the 1996 quarter.
Increases in data processing,  FDIC deposit  insurance  premiums,  correspondent
bank processing fees and other  non-interest  expenses were partially  offset by
declines in the expenses  related to occupancy and equipment,  real estate owned
and repossessed assets, and professional fees.

Income Taxes

      For the quarter ended March 31, 1997,  the Company  recorded an income tax
expense of $424,000, an increase of $645,000,  compared to an income tax benefit
of  $221,000 in 1996.  The  increase  resulted  from the  Company's  return to a
profitable  position for the three months ended March 31, 1997,  with net income
before taxes  improving  to $1.1 million  compared to a net loss before taxes of
$535,000 in the corresponding 1996 period.


                               FINANCIAL CONDITION

      The  Company's  total assets at March 31, 1997,  were $478.1  million,  an
increase of $5.7 million, or 1.2%, compared to total assets of $472.4 million at
December 31,  1996.  The growth in total assets was  primarily  attributable  to
increases in securities AFS and federal funds sold,  each of which  increased by
$2.2 million, and an increase of $1.3 million in the amount of Federal Home Loan
Bank of New York  stock  that the Bank is  required  by  regulation  to own as a
member institution of the Federal Home Loan Bank System.

      Total shareholders' equity decreased $699,000 to $60.8 million,  primarily
due to tax-effected  unrealized  losses on available for sale securities of $1.6
million at March 31, 1997,  compared to $80,000 at December 31, 1996,  partially
offset by net income from  operations  of $652,000  for the three  months  ended
March 31, 1997.  Including  unreleased ESOP shares as outstanding,  at March 31,
1997,  the book value per share was $13.85  compared to $14.01 at  December  31,
1996.  Excluding the tax-effected  unrealized losses on securities AFS, the book
value per share at March 31, 1997, was $14.21 compared to $14.02 at December 31,
1996.

                                       10
<PAGE>

      The  primary  factor  responsible  for the  increase  in net  tax-effected
unrealized  losses on securities  available for sale was the general increase in
market  interest  rates that  occurred  during the three  months ended March 31,
1997. If market interest rates continue to increase,  the Company would evaluate
whether it would be more  advantageous to sell the below market  securities at a
loss and reinvest the proceeds in higher yielding securities and/or loans if the
losses on such sales  could be  recovered  in a  relatively  short time  period.
Moreover, the sales of securities at a loss could adversely affect the Company's
net earnings in the year of the sales. Conversely, if the Company decided not to
sell the below market  securities if market interest rates continue to rise, net
interest  income could be adversely  affected as the  Company's  average cost of
funds would probably increase.

      However,  if market  interest  rates decline in the future,  the Company's
consolidated  unrealized  losses would decrease.  Furthermore,  depending on the
magnitude of any future interest rate declines, the Company's available for sale
securities could produce  unrealized  gains.  Additionally,  net interest income
could  increase as the  Company's  average  cost to fund these  interest-earning
assets would probably be decreasing.

Liquidity and Funding

      The Company's  primary  sources of funds for  operations are deposits from
its  market  area,  principal  and  interest  payments  on loans and  securities
available for sale, proceeds from the sale and maturity of securities  available
for  sale,  advances  from the  FHLB of New  York,  and  securities  sold  under
agreements to repurchase.  While maturities and scheduled  amortization of loans
and  securities  are  predictable  sources of funds,  deposit flows and mortgage
prepayments  are  greatly   influenced  by  general  interest  rates,   economic
conditions, and competition.

      The primary  investing  activities of the Company are the  origination  of
loans and the purchase of  securities.  During the quarter ended March 31, 1997,
the Bank's loan  originations  totaled  $15.4  million.  The  Company  purchased
securities available for sale during the same quarter of $12.5 million.

      The primary financing  activity of the Bank is the attraction of deposits.
During the quarter ended March 31, 1997, the Bank's deposits  increased by $13.4
million  from  December  31,  1996,  primarily  certificates  of deposit,  which
increased  $11.7  million.  Management  believes  that the  increase in deposits
during the three months ended March 31, 1997,  resulted primarily from increases
in market interest rates by the Company and other local banks on certificates of
deposit.

      The Bank is  required  to  maintain  minimum  levels of  liquid  assets as
defined by OTS  regulations.  This  requirement,  which may be varied by the OTS
depending upon economic conditions and deposit flows, is based upon a percentage
of deposits and short-term  borrowings.  The required minimum liquidity ratio is
currently 5% and the short-term  liquidity ratio is 1%. The Bank's average daily
liquidity  ratio  for the  month of  March  1997 was  9.3%,  and its  short-term
liquidity ratio for the same month was 3.1%.

      The Bank's most liquid assets are cash and cash equivalents, which include
federal funds sold and bank deposits.  The level of these assets is dependent on
the Bank's  operation,  financing,  and  investing  activities  during any given
period.  At March 31, 1997,  cash and cash  equivalents  totaled $12.3  million,


                                       11
<PAGE>

compared to $10.9  million at December 31, 1996.  The increase  resulted from an
increase of $2.2 million in federal funds sold, partially offset by a decline in
cash and bank deposits.

      The Bank  anticipates that it will have sufficient funds available to meet
its  current  commitments.  At March  31,  1997,  the Bank  had  commitments  to
originate  loans of $6.8 million as well as undrawn  commitments of $6.2 million
on home  equity and other  lines of  credit.  Certificates  of deposit  that are
scheduled  to  mature  in one  year or less at March  31,  1997,  totaled  $96.6
million.  Management  believes that a significant  portion of such deposits will
remain  with  the  Bank.  However,  if the  Bank  is not  able to  maintain  its
historical  retention rate on maturing  certificates of deposit, it may consider
employing one or more of the following  strategies:  increase its borrowed funds
position to compensate for the deposit outflows; increase the rates it offers on
these  deposits in order to maintain or increase the retention  rate on maturing
CDs and/or to attract new  deposits;  or,  attempt to increase  certificates  of
deposit  through the use of deposit  brokers.  Depending  on the level of market
interest  rates  at  the  CD  renewal  dates,  the  implementation  of  one or a
combination  of these  strategies  could result in higher or lower levels of net
interest income and net earnings.

      The Company also has a need for, and sources of,  liquidity.  Liquidity is
required  to fund its  operating  expenses,  as well as for the  payment  of any
dividends to  stockholders.  The primary source of liquidity on an ongoing basis
is dividends  from the Bank. To date, no dividends  have been paid from the Bank
to the Company.

Capital

      Federally insured savings  institutions are required to maintain a minimum
level  of  regulatory  capital.  The  OTS  has  established  capital  standards,
including a tangible  capital  requirement,  a leverage  ratio (or core capital)
requirement  and a risk-based  capital  requirement  applicable  to such savings
associations.  These capital  requirements must be generally as stringent as the
comparable  capital  requirements for national banks. The OTS is also authorized
to  impose  capital  requirements  in excess of these  standards  on  individual
associations on a case-by-case basis.

      At March  31,  1997,  the Bank had  $46.9  million  of  tangible  and core
capital,   respectively,   or  10.0%  of  adjusted   total  assets,   which  was
approximately $39.9 million and $32.9 million above the minimum  requirements of
1.5% and 3.0%,  respectively,  of the  adjusted  total  assets in effect on that
date.  On March 31,  1997,  the Bank had  risk-based  capital  of $49.4  million
(including  $46.9  million  in core  capital  and  $2.5  million  in  qualifying
supplementary  capital) or 24.9% of risk-weighted  assets of $198.2 million. The
Bank's  risk-weighted  capital was $33.6 million above the 8.0%  requirement  in
effect on that date.



                                       12
<PAGE>
ASSET QUALITY

Non-Performing Assets

      The table below sets forth the amounts and  categories  of  non-performing
assets in the Company's loan portfolio at the dates indicated.  Generally, loans
are placed on non-accrual  status when the loan is 90 days or more delinquent or
when management has determined that the collection of principal  and/or interest
in full has become  doubtful.  When loans are  designated  as  non-accrual,  all
accrued but unpaid  interest is reversed  against  current period income and, as
long as the loan remains on non-accrual status, interest is recognized only when
received.  Accruing loans  delinquent 90 days or more include FHA insured loans,
VA  guaranteed  loans,  and  loans  that are in the  process  of  negotiating  a
restructuring with the Bank,  excluding troubled debt restructurings  (TDRs), or
where the Bank has been  notified  by the  borrower  that the  outstanding  loan
balance  plus  accrued  interest  and late  fees will be  paid-in-full  within a
relatively short period of time from the date of such  notification.  Foreclosed
assets include assets acquired in settlement of loans.
                                                               March 31   Dec.31
                                                                1997      1996
                                                               ------    ------
                                                                (In thousands)
Non-accruing loans:
   One-to four-family .....................................   $   93    $  259
   Multi-family ...........................................       --        --
   Commercial real estate .................................      234       339
   Consumer ...............................................      313       256
   Commercial Business ....................................    2,202     2,269
                                                              ------    ------
     Total ................................................    2,842     3,123
                                                              ------    ------
Accruing loans delinquent more than 90 days:
   One-to four-family .....................................      110       151
   Multi-family ...........................................       --        --
   Commercial real estate .................................      329       568
   Consumer ...............................................        6         6
   Commercial Business ....................................      120        --
                                                              ------    ------
     Total ................................................      565       725
                                                              ------    ------
Troubled debt restructured loans:
   One-to four-family .....................................       87        88
   Multi-family ...........................................       37        38
   Commercial real estate .................................      777       781
   Consumer ...............................................       54        56
   Commercial Business ....................................       64        68
                                                              ------    ------
     Total ................................................    1,019     1,031
                                                              ------    ------
Total non-performing loans ................................    4,426     4,879
                                                              ------    ------
Foreclosed assets:
   One-to four-family .....................................      200       194
   Multi-family ...........................................      312       282
   Commercial real estate .................................       --        --
   Consumer ...............................................      151       239
   Commercial Business ....................................      --         --
                                                              ------    ------
     Total ................................................      663       715
                                                              ------    ------
Total non-performing assets ...............................   $5,089    $5,594
                                                              ======    ======
Total as a percentage of total assets .....................     1.06%     1.18%


                                       13
<PAGE>

      There were no material changes in non-performing assets since December 31,
1996.  However,  as previously  mentioned,  the Company has an aggregate lending
relationship  with the  Bennett  Funding  Group,  Inc. of $1.9  million,  a $1.7
million  reduction from the original  balance of $3.6 million as the result of a
partial  charge-off  in the fourth  quarter of 1996. A settlement  agreement has
been proposed with the bankruptcy  Trustee and closing documents for the initial
settlement payment of approximately $1.2 million are in process.  If the closing
documents are acceptable to the Trustee,  the initial payment is expected by May
31, 1997.  On the basis of the terms  specified  under the  proposed  settlement
agreement,  management believes that no additional  provisions or charge-offs on
this relationship will be necessary.


      In addition, as of March 31, 1997, the Company had foreclosed multi-family
assets of  $312,000,  $282,000  of which  pertains  to a  three-story,  54-unit,
student housing project located in Morrisville,  New York. In the Company's 1996
Annual Report on Form 10-K,  the Company had indicated  that a sales contract on
this property had been accepted and that a closing was expected to take place in
April  1997.  However,  subsequent  to the filing of the  Company's  1996 Annual
Report on Form 10-K, the contract for the sale was canceled, ostensibly due to a
property   encroachment   dispute.   The  Company's  attorneys  are  engaged  in
negotiations  with the owner of the adjoining  property in order to resolve this
encroachment  issue.  The  Company is  continuing  its  efforts  to market  this
property.

                                       14
<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 its 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 Three months
                                                           Ended March 31,
                                                          1997        1996
                                                         ------      ------
                                                           (In thousands)

Balance at beginning of period ......................   $ 3,438     $ 2,647

Charge-offs:
     One- to four-family ............................        --        (117)
     Multi Family ...................................        --          --
     Commercial Real Estate .........................        --         (28)
     Consumer .......................................      (108)        (77)
     Commercial Business ............................       ---          --
                                                         ------      ------
        Total Charge offs ...........................      (108)       (222)

Recoveries:
     One- to four-family ............................        --           9
     Multi Family ...................................        --          --
     Commercial Real Estate .........................         4          --
     Consumer .......................................         9          10
     Commercial Business ............................         6          --
                                                         ------      ------
        Total Recoveries ............................        19          19

Net Charge-offs .....................................       (89)       (203)
Provisions charged to operations ....................       363       1,628
                                                         ------      ------
Balance at end of period ............................     3,712       4,072
                                                         ======      ======

Ratio of net charge-offs during
the period to average loans
outstanding during period ...........................      0.04%       0.08%

Ratio of net charge-offs during
the period to average
non-performing assets ...............................      1.68%       1.48%



                                       15
<PAGE>


Part II - Other Information

Item 6.  Exhibits and Reports on Form 8-K

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

            Financial data schedule, Exhibit #27

      (b)   Reports on Form 8-K

            May 1, 1997, press release announcing earnings for the quarter ended
            March 31, 1997.






















                                       16
<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.





Robert J. Brittain
President and Chief Executive Officer
(Principal Executive Officer)
Date:  May 14, 1997




Harold A. Baylor, Jr.
Vice President and Treasurer
(Principal Financial and Accounting Officer)
Date:  May 14, 1997


                                       17
<PAGE>


                                 EXHIBITS INDEX




EXHIBIT        DESCRIPTION

EX-27          Financial Data Schedule





















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