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, 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 November 14, 1997
-----------------------------                -----------------------------------
Common Stock, $.01 Par Value                             4,306,418

<PAGE>


AMBANC HOLDING CO., INC. AND SUBSIDIARIES
FORM 10-Q
September 30, 1997
-----------------------------------------


                                      Table of Contents
                                      -----------------

Part I.    FINANCIAL INFORMATION
           ---------------------

Item 1.     Financial Statements (unaudited):

            Consolidated Interim Statements of Income for the three months
            and nine months ended September 30, 1997 and 1996...............  3

            Consolidated Interim Statements of Financial Condition at 
            September 30, 1997 and December 31, 1996........................  4

            Consolidated Interim Statements of Cash Flows for the nine 
            months ended September 30, 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.......................................  9


Part II.   OTHER INFORMATION
           -----------------

Item 6.     Exhibits and Reports on Form 8-K................................ 19


SIGNATURES.................................................................. 21


EXHIBITS INDEX.............................................................. 22
<PAGE>
<TABLE>
<CAPTION>
Part 1.   FINANCIAL INFORMATION
          ---------------------

Item 1.  
-------
AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Interim Statements of Income (unaudited)
(dollars in thousands, except per share amounts)
-----------------------------------------------------
                                                               The Nine Months        Three Months
                                                             Ended September 30,   Ended September 30,
                                                               1997       1996        1997       1996
                                                            --------   --------    --------   --------
Interest and dividend income:
<S>                                                         <C>        <C>         <C>        <C>
   Loans ................................................   $ 15,359   $ 15,263    $  5,415   $  5,278
   Securities available for sale ........................     10,394      7,218       3,237      3,504
   Federal Funds Sold ...................................        377        725         119         10
   Federal Home Loan Bank stock .........................        145         96          56         33
                                                            --------   --------    --------   --------
     Total interest income ..............................     26,275     23,302       8,827      8,825
                                                            --------   --------    --------   --------
Interest Expense:
   Deposits .............................................     10,017      9,372       3,566      3,052
   Borrowings ...........................................      4,349      2,165       1,380      1,542
                                                            --------   --------    --------   --------
     Total interest expense .............................     14,366     11,537       4,946      4,594
                                                            --------   --------    --------   --------
     Net interest income ................................     11,909     11,765       3,881      4,231
Provision for loan losses ...............................        863      2,610         225        549
                                                            --------   --------    --------   --------
     Net interest income after provision
       for loan losses ..................................     11,046      9,155       3,656      3,682
                                                            --------   --------    --------   --------
Non-interest income:
   Service charges on deposit accounts ..................        580        549         204        200
   Net gains (losses) on securities transactions ........        505        (89)        328          9
   Other ................................................        196        170          46         57
                                                            --------   --------    --------   --------
     Total non-interest income ..........................      1,281        630         578        266
                                                            --------   --------    --------   --------
Non-interest expense:
   Salaries, wages and benefits .........................      4,418      3,624       1,527      1,163
   Occupancy and equipment ..............................      1,131        996         420        323
   Data processing ......................................        692        627         235        201
   Federal deposit insurance premium ....................         29          2          10          1
   Correspondent bank processing fees ...................         95         87          31         30
   Real estate owned and repossessed assets expenses, net        291        906          48        623
   Professional fees ....................................        365        498         108        107
   Other ................................................      2,153      1,881         667        603
                                                            --------   --------    --------   --------
     Total non-interest expenses ........................      9,174      8,621       3,046      3,051
                                                            --------   --------    --------   --------
Income  before taxes ....................................      3,153      1,164       1,188        897
Income tax expense ......................................      1,193        396         452        325
                                                            --------   --------    --------   --------
     Net income .........................................   $  1,960   $    768    $    736   $    572
                                                            ========   ========    ========   ========
Net income per common share                                 $   0.49   $   0.16    $   0.19   $   0.12
                                                            ========   ========    ========   ========
Weighted average shares outstanding                        3,977,302  4,883,859   3,897,275  4,662,564
                                                           =========  =========   =========  =========
See accompanying notes to consolidated interim financial statements
</TABLE>

                                       3
<PAGE>

AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Interim Statements of Financial Condition 
(unaudited)(dollars in thousands)
-------------------------------------------------------    Sept. 30,    Dec. 31,
                                                             1997         1996
                                                          ----------   ---------
                                Assets
                                ------
Cash and due from banks ...............................   $ 10,719     $  6,387
Federal funds sold ....................................        ---        4,500
                                                          --------     --------
     Cash and cash equivalents ........................     10,719       10,887

Securities available for sale, at fair value ..........    210,562      200,539
Loans receivable, net of unamortized fees .............    280,546      251,532
     Allowance for loan losses ........................     (4,147)      (3,438)
                                                          --------     --------
     Loans receivable, net ............................    276,399      248,094
Accrued interest receivable ...........................      2,745        3,201
Premises and equipment, net ...........................      3,254        2,784
Federal Home Loan Bank of New York stock, at cost .....      3,291        2,029
Real estate owned and repossessed assets ..............        228          715
Other assets ..........................................      2,669        4,172
Due from brokers ......................................     19,442          ---
                                                          --------     --------
     Total assets .....................................   $529,309     $472,421
                                                          ========     ========

                 Liabilities and Shareholders' Equity
                 ------------------------------------
Liabilities:
   Deposits ...........................................   $330,658     $298,082
   Advances from borrowers for taxes and insurance ....        663        1,703
   Advances from FHLB .................................      4,000        6,000
   Other borrowed funds ...............................     99,950      102,780
   Accrued interest payable ...........................        928        1,077
   Accrued expenses and other liabilities .............      1,835        1,261
   Due to brokers .....................................     31,071          ---
                                                          --------     --------
     Total liabilities ................................    469,105      410,903

Shareholders' equity:
   Preferred stock $.01 par value. Authorized 5,000,000
    shares; none outstanding at September  30, 1997 and
   December 31, 1996 ..................................         --            --
   Common stock $.01 par value. Authorized 15,000,000
    shares; 5,422,250  shares issued
    at  September 30, 1997  and December 31, 1996 .....         54           54
   Additional paid in capital .........................     52,294       52,128
   Retained earnings,substantially restricted .........     25,874       24,436
   Treasury Stock, at cost (1,115,832 shares at
     September 30, 1997 and 1,030,227 at
     December 31, 1996) ...............................    (12,585)     (11,208)
   Common stock acquired by ESOP ......................     (3,427)      (3,812)
   Unearned RRP shares issued .........................     (1,805)          --
   Net unrealized loss on securities available for sale       (201)         (80)
                                                          --------     --------
     Total shareholders' equity .......................     60,204       61,518

     Total liabilities and shareholders' equity .......   $529,309     $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 Nine Months Ended
                                                             September 30,
                                                      -------------------------
                                                           1997            1996
Increase (decrease) in cash and cash equivalents:          ----            ----
    Cash flows provided (used) by 
    operating activities:
  Net income ........................................... $ 1,960         $  768
  Adjustments to reconcile net income  to net
      cash provided (used) by operating activities:
    Depreciation .......................................     439            374
    Amortization of computer software costs ............      34             46
    Provision for loan losses ..........................     863          2,610
    ESOP compensation expense ..........................     551            325
    Loss on sale and disposal of fixed
      assets/software ..................................    ----             64
    Net loss (gains) on sale and redemptions of
      securities available for sale ....................    (505)            89
    Net loss on sale and writedowns of other real
      estate owned and other repossessed assets ........     186            575
    Net amortization on securities .....................     230            400
    Decrease (increase)in accrued interest 
      receivable and other assets ......................   2,041         (2,291)
    Decrease (increase) in due from broker ............. (19,442)        18,128
    Increase (decrease) in accrued expenses and
      other liabilities ................................     425           (664)
    Increase (decrease) in due to broker ...............  31,071        (46,880)
    Decrease in advances from borrowers 
      for taxes and insurance ..........................  (1,040)          (805)
                                                        --------       --------
                Net cash provided (used) by
                operating activities ...................  16,813        (27,261)

  Cash flows from investing activities:
    Proceeds from sales and redemptions of
      securities available for sale .................... 131,895         30,997
    Purchases of securities available for sale .........(179,136)      (182,369)
    Proceeds from principal paydowns and
      maturities of securities available for sale ......  37,277         18,025
    Purchase of FHLB stock .............................  (1,262)          (137)
    Net increase in loans made to customers ............ (29,326)       (26,543)
    Capital Expenditures ...............................    (909)          (201)
    Expenditures Computer Software .....................     (22)            (9)
    Proceeds from Fixed Asset Sale .....................    ----             25
    Proceeds from Sale of other real estate owned 
      and other repossessed assets .....................     459            729
                                                        --------       --------
                Net cash used by investing
                activities ............................. (41,024)      (159,483)

                                       5
<PAGE>

AMBANC HOLDING CO., INC. AND SUBSIDIARIES                   
Consolidated Interim Statements of Cash Flows, 
Continued (unaudited-(dollars in thousands)
-----------------------------------------------             
                                                      For the Nine Months Ended
                                                             September 30,
                                                      -------------------------
                                                             1997         1996
                                                             ----         ----

Cash flows from financing activities:                       

  Purchase of Treasury Stock .............................  (1,377)      (5,474)
  Purchase of Recognition & Retention Plan Shares ........  (2,111)        ----
  Dividend Paid ..........................................    (215)        ----
  Net increase (decrease) in deposits ....................  32,576      (11,248)
  Advances (repayments) on FHLB borrowings, net ..........  (2,000)      22,500
  Increase (decrease) in other borrowed funds ............  (2,830)      99,890
                                                          --------     --------
  Net cash provided by financing activities                 24,043      105,668
                                                          --------     --------

  Net increase (decrease) in cash and cash equivalents ...    (168)     (81,076)
  Cash and cash equivalents at beginning of year .........  10,887       84,613
                                                          --------     --------
  Cash and cash equivalents at end of period .............$ 10,719     $  3,537
                                                          ========     ========


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

                               Interest ................. $ 14,516     $ 10,675
                                                          ========     ========

                               Income Taxes ............. $  1,045     $    736
                                                          ========     ========

Noncash investing activity:
  Net reduction in loans receivable resulting from
  the transfer to real estate owned and other
  repossessed assets .................................... $    157     $  1,371
                                                          ========     ========

Net decrease in unrealized loss on investment
  securities and mortgage-backed securities,
  available for sale, net of deferred tax effect ........ ($  (121)    $  1,272
                                                          ========     ========

See accompanying notes to consolidated interim financial statements

                                       6
<PAGE>
  
          SUMMARIZED NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
          -------------------------------------------------------------

(1) In  Management's  opinion,  the  interim  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  and nine  month  periods  ended  September  30,  1997 and
September 30, 1996, in conformity with generally accepted accounting principles.
These  financial  statements  should be read in conjunction  with Ambanc Holding
Co., Inc.'s ("the Company" herein) 1996 Annual Report on Form 10-K.

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

(3) Net income  per common  share for the three  months  and nine  months  ended
September  30, 1997 and 1996 has been  determined  by dividing net income by the
weighted  average number of shares of common stock  outstanding  for the period.
Shares of common stock  outstanding are reduced by the company's  Employee Stock
Ownership  Plan  (ESOP)  shares that have not been  committed  to be released in
accordance  with SOP 93-6,  "Employers'  Accounting for Employee Stock Ownership
Plans. The weighted average number of shares of common stock outstanding for the
three  months and nine  months  ended  September  30,  1997 were  3,897,275  and
3,977,302,  respectively.  For the  corresponding  periods in 1996, the weighted
average  number of  shares  of  common  stock  outstanding  were  4,662,564  and
4,883,859,  respectively.  The effect of outstanding  stock option grants issued
under the 1997 Stock Option and  Incentive  Plan (SOP) and shares  awarded under
the  Recognition and Retention Plan (RRP) are not material to the calculation of
net income per share.

     The RRP and SOP were ratified for adoption by the Company's shareholders at
the annual meeting of shareholders held May 23, 1997 (the grant date).

     The Board of Directors  believes that it is appropriate  for the Company to
have a flexible and comprehensive SOP which permits the granting of a variety of
long-term  incentive  awards  as  a  means  of  enhancing  and  encouraging  the
recruitment and retention of those  individuals on whom the continued success of
the Company  most  depend.  As a result of the  adoption of the SOP,  options to
purchase  an  aggregate  of  373,974  shares of common  stock  were  granted  to
directors  and officers at an exercise  price of $13.75 per share,  representing
the fair market  value of the stock on the grant date,  which  leaves  available
168,251 shares for future grants.  The options vest over a four year period at a
rate of 25% annually, commencing on the one year anniversary of the grant date.

     The RRP is designed to provide  directors,  officers and  employees  with a
proprietary  interest in the  Company in a manner  designed  to  encourage  such
individuals  to  remain  with  the  Company  and  the  Bank.   Pursuant  to  the
ratification  of the RRP by  shareholders,  216,890  shares of common stock were
made  available  for awards.  Concurrent  with the approval of the RRP,  131,285
shares were awarded and vest over a four year period at a rate of 25%  annually,
commencing on the one year anniversary of the grant date. An aggregate of 85,605
shares are available for future awards.

(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 calculation.

                                       7
<PAGE>
  
     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 data 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.

(5)  Recent Accounting Pronouncements

     In June 1997, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards No. 130, "Reporting  Comprehensive
Income"  (Statement 130), which establishes  standards for reporting and display
of comprehensive  income and its components in financial  statements.  Statement
130 states that comprehensive  income includes reported net income of a company,
adjusted for items that are currently accounted for as direct entries to equity,
such as the net  unrealized  gain or loss  on  securities  available  for  sale,
foreign  currency  items,  and  minimum  pension  liability  adjustments.   This
statement  is  effective  for both interim and annual  periods  beginning  after
December 15,  1997.  As required,  the Company will adopt  Statement  130 in the
first  quarter  in 1998 and will  report  and  display  comprehensive  income in
accordance with the new statement.

     In June 1997, The FASB issued Statement of Financial  Accounting  Standards
No. 131,  "Disclosures about Segments of an Enterprise and Related  Information"
(Statement 131), which  establishes  standards for reporting by public companies
about  operating  segments of their  business.  Statement  131 also  establishes
standards for related disclosures about products and services, geographic areas,
and major  customers.  This statement is effective for periods  beginning  after
December  15, 1997.  Management  does not  anticipate  that the adoption of this
statement will have a material  effect on the Company's  consolidated  financial
statements.

                                       8
<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 consolidated  interim financial statements and related notes (unaudited) and
with the statistical  information and 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
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.

     The Company has in place a committee that is overseeing the Year 2000 (Y2K)
computer  program  issues.  The committee has prepared a specific action plan to
ensure that the Company  will not face any  business  interruption.  The plan is
designed to be  comprehensive  and yet flexible  enough to change as more issues
are brought  forward.  The plan has been  presented  to the board of  directors'
Audit Committee and through them to the Company's board of directors.  The Audit
Committee  will  receive  reports on a  quarterly  basis  apprising  them of the
Company's  progress in resolving the Year 2000 issues  and/or  problems that the
Y2K committee has encountered.

     The Company is in compliance  with the Emerging  Issues Task Force's (EITF)
pronouncement in July 1996 to charge to expense as incurred the costs associated
with Year 2000 projects. For the nine months ended September 30, 1997, Year 2000
expenses were not  significant.  On the basis of the work that the committee has
completed  through  October 31, 1997, the Company does not  anticipate  that the
Year 2000 issues  will result in a material  cost to address the issues nor does
it anticipate incomplete or untimely resolution of its Year 2000 issues.

                                       9
<PAGE>

General
-------

     The Company's results of operations are dependent primarily on net interest
income,  which is the  difference  between  the  income  earned  on its loan and
investment portfolios and its cost of funds,  consisting of the interest paid on
deposits  and  borrowings.  Results  of  operations  are  also  affected  by the
Company's provision for loan losses, net expenses on real estate owned and other
repossessed   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.

     The Company recorded net income of $736,000 for the quarter ended September
30, 1997, or $0.19 per share,  and earnings for the nine months ended  September
30, 1997, of $2.0 million, or $0.49 per share, compared to earnings of $572,000,
or $0.12 per  share,  and  $768,000,  or $0.16 per share,  in the  corresponding
periods in 1996, respectively.

     The improvement in third quarter 1997 earnings compared to 1996 was due, in
part, to an increase by $319,000 in net gains on sales of  securities  available
for sale  (securities  AFS). Also  contributing  to the improved  earnings was a
decrease in the  provision  for loan losses by  $324,000.  Partially  offsetting
these positive  changes was a reduction in net interest  income by $350,000,  or
8.3%,  to $3.9  million for the third  quarter of 1997 from $4.2  million in the
third quarter of 1996.

     The  improvement in net income by $1.2 million to $2.0 million for the nine
months ended September 30, 1997,  compared to the corresponding 1996 period, was
primarily  the result of a decrease by $1.7  million in the  provision  for loan
losses.  In the first  nine  months of 1996,  the  Company  incurred a charge to
provision for loan losses of $1.5 million related to a lending relationship with
the Bennett Funding Group,  Inc., a lease finance company that filed for Chapter
11 bankruptcy  protection on March 29, 1996 (see "Asset Quality," herein).  Also
contributing to the improvement in earnings were increases in net gains on sales
of securities AFS, net interest income before the provision for loan losses, and
noninterest income. These positive factors were partially offset by increases in
noninterest expenses and income tax expense.

     The level of  non-performing  assets declined from $5.6 million at December
31,  1996,  to $3.8  million at September  30,1997.  As of  September  30, 1997,
non-performing  assets were 0.73% of total assets  compared to 1.18% at December
31, 1996. The Company's  ratios for allowance for loan losses to  non-performing
loans  and to total  loans  at  September  30,  1997,  were  114.8%  and  1.49%,
respectively,  compared to  December  31,  1996,  when the ratios were 70.5% and
1.37% , respectively. See "Asset Quality" herein.

                                       10
<PAGE>

                              RESULTS OF OPERATIONS
                              ---------------------

Comparison of Operating  Results for the Quarters Ended  September 30, 1997
and 1996

Net Interest Income
-------------------

     Net interest income before  provision for loan losses for the quarter ended
September 30, 1997,  compared to the like period in 1996,  declined by $350,000,
or 8.3%, to $3.9 million.  The decline  resulted  primarily  from an increase in
total average  interest-bearing  liabilities by $13.9 million to $396.9 million,
mainly due to an increase  in average  certificates  of  deposit,  which grew by
$31.8  million.  The growth in  certificates  of deposit was  accompanied  by an
increase in the average rate paid on these deposits by 21 basis points to 5.77%,
compared to the prior  year's  third  quarter,  due mainly to increases in local
market rates from 1996 to 1997.

     Total average  interest-earning  assets decreased by $1.7 million, or 0.4%,
to $469.7  million in the third  quarter of 1997,  as  compared to the like 1996
quarter. A decline of $16.8 million in average securities AFS, due mainly to the
reduction  in  borrowings   related  to  securities  sold  under  agreements  to
repurchase,  more than offset  increases  by $5.3  million and $10.1  million in
average loans and average all other  interest-earning  assets (primarily federal
funds sold ), respectively.

     The increase in certificates  of deposit was partially  offset by a decline
in total  average  borrowed  funds by $13.3 million to $89.7 million from $102.9
million  in  1996.  Other  average  interest-bearing   deposits  also  declined,
decreasing by $4.6 million,  or 3.5%, in the quarter ended September 30, 1997 as
compared to the same period in 1996..  Management  believes  that the decline in
other  interest-bearing  deposits  resulted from depositors  shifting funds into
higher yielding  certificates  of deposit from lower yielding  savings and money
market accounts.

     The total cost of interest-bearing liabilities increased by 17 basis points
to 4.94%,  which more than offset a one (1) basis point  increase in the average
yield on  interest-earning  assets  thereby  reducing the Company's net interest
rate  spread  by 16 basis  points  to 2.51%  from  2.67%  in the  quarter  ended
September 30, 1996. The Company's net interest margin also narrowed in the three
months ended September 30, 1997,  compared to the corresponding  period in 1996,
declining by 29 basis points to 3.28%.  The decrease in the net interest  margin
was  attributable  to a  higher  proportion  of  interest-earning  assets  being
supported by  interest-bearing  liabilities in 1997 than in 1996, 84.5% compared
to 81.2%.

     Ambanc Holding Co., Inc. operates in an environment of intense  competition
for the public's investable funds and loan business.  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,  i.e.,  grow the customer  base, 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,  net interest rate spread and
the net interest margin.  This is especially true during periods when the growth
in interest-earning assets lags the growth in interest-bearing  liabilities, the
environment  that the Company has  experienced  in the first nine months of 1997
and that  manifested  itself in the third  quarter's  decrease  in net  interest
income as compared to the same period in 1996. However, management does not want
to discourage,  by offering  noncompetitive  interest rates, the creation of new


                                       11
<PAGE>

customer  relationships or jeopardize existing  relationships thereby curtailing
customer  base and loan growth and the  attendant  benefits  to be derived  from
them. Management believes that the longer range 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 Company's  growing
customer base provides Ambanc with the potential for future, profitable customer
relationships, which will, in turn, increase the value of the franchise.


Provision for loan losses
-------------------------

     The  provision  for loan losses  declined  by $324,000 to $225,000  for the
quarter  ended  September  30, 1997,  compared to the same quarter in 1996.  The
lower  expense  was  attributable  to  the  improvement  in the  quality  of the
Company's  loan  portfolio  and the level of the  allowance  for loan  losses at
September 30, 1997, in relation to total loans and to non-performing loans.

Noninterest income
------------------

     Total  noninterest  income increased by $312,000 to $578,000 from the third
quarter 1996 level.  The improvement in total  noninterest  income was primarily
the result of an increase in gains on the sales of securities available for sale
in the third  quarter of 1997,  an increase of  $319,000  compared to 1996.  All
other noninterest income decreased by $7,000,  primarily due to a decline in the
amount  of  commissions  received  on the  sales of  mutual  funds  and  annuity
contracts by the Company's wholly owned subsidiary, ASB Insurance Agency, Inc.


Noninterest expense
-------------------

     Total  noninterest  expense for the three months ended  September 30, 1997,
decreased by $5,000,  or 0.2%,  compared to 1996. The decrease was due primarily
to a decline in real  estate  owned and  repossessed  asset  expenses,  net,  by
$575,000. The reduction in these expenses resulted primarily from the bulk sales
of problem  loans and other  real  estate  owned in the fourth  quarter of 1996.
Partially  offsetting  the decrease in real estate owned and  repossessed  asset
expenses, net, was an increases in salaries, wages and benefits by $364,000 with
$148,000  of the total  increase  attributable  to  increased  accruals  for the
Company's ESOP and the newly adopted RRP related to employees during the quarter
ended September 30, 1997.  Also  contributing to the total increase in salaries,
wages and benefits were additions to staff, mainly to support the opening in the
second quarter of 1997 of three new branch  offices.  Salaries and wages related
to the new  branches  totaled  approximately  $92,000  during the quarter  ended
September 30, 1997.

Income taxes
------------

     Income tax expense increased by $127,000 to $452,000 due to the improvement
in the Company's  income before taxes to $1.2 million from $897,000 in the third
quarter of 1996.

                                       12
<PAGE>


Comparison of Operating Results for the Nine Months Ended September 30, 1997 
and 1996

Net interest income
-------------------

     Net interest income before provision for loan losses increased by $144,000,
or 1.2%, to $11.9 million for the nine months ended September 30,1997,  compared
to the corresponding  period in 1996. The improvement in net interest income was
attributable  to an increase in total average  interest-earning  assets by $48.6
million to $466.9 million,  primarily funded by increases in the average volumes
of  certificates  of  deposit  and  borrowed  funds by $18.2  million  and $47.1
million,  respectively.  The growth in total average interest-earning assets was
attributable primarily to an increase in average securities AFS by $51.5 million
to $191.3  million and average  loan growth of $4.3  million to $282.3  million,
partially  offset by an $8.2  million  decline in the average  volume of federal
funds sold to $10.2 million. The total average yield on interest-earning  assets
increased  by 8 basis points to 7.52% for the nine months  ended  September  30,
1997 from 7.44% in the 1996 period. These positive effects were partially offset
by higher funding costs  attributable  primarily to the increases in the average
volumes of certificates of deposit and borrowed funds.


Provision for loan losses
-------------------------

     The decrease by $1.7 million to $863,000 in the  provision  for loan losses
for the nine-months  ended September 30, 1997,  compared to 1996, was due mainly
to a $1.5 million  charge taken during the first nine months of 1996  pertaining
to the Bank's aggregate  lending  relationship with the Bennett Funding Group, a
lease finance  company that filed for Chapter 11 bankruptcy  protection on March
29, 1996. See "Asset Quality" herein.


Noninterest income
------------------

     Total  noninterest  income  increased  by $651,000 to $1.3  million for the
nine-months  ended  September  30, 1997,  compared to 1996,  primarily due to an
increase  in net  gains on sales  of  securities  AFS by  $594,000  to  $505,000
compared to a net loss of $89,000 in the 1996 period.  Also  contributing to the
improvement in total  noninterest  income were  increases in service  charges on
deposit accounts,  mainly NSF fees, and other noninterest  income by $31,000 and
$26,000,  respectively.  The  increase  in  other  noninterest  income  resulted
primarily from the partial recovery of $25,000 against the prior charge-off of a
capital debenture issued by Nationar and to an increase by $9,000 in commissions
on sales of annuities  and mutual funds through the  Company's  subsidiary,  ASB
Insurance Agency, Inc.


                                       13
<PAGE>

Noninterest expense
-------------------

     Total  noninterest  expense  increased  by $553,000 to $9.2 million for the
nine-months  ended  September 30, 1997,  compared to the similar period in 1996.
The increase resulted primarily from an increase in salaries, wages and benefits
by  $794,000,  $332,000  of  which  resulted  from  increased  accruals  for the
Company's  ESOP and other stock based  compensation.  Also  contributing  to the
total increase in salaries,  wages and benefits were additions to staff,  mainly
to support  the  opening of three new  branch  offices in the second  quarter of
1997,  an  increase  in  medical  insurance   premiums  by  $28,000  and  normal
cost-of-living  and merit  increases.  The salaries and wages related to the new
branches totaled approximately  $235,000 for the nine months ended September 30,
1997.

Income taxes
------------

     The Company  recorded an expense of $1.2  million on pretax  income of $3.2
million for the nine months ended September 30, 1997,  compared to pretax income
of $1.2 million in the 1996 period.

                                       14
<PAGE>
 
                               FINANCIAL CONDITION
                               -------------------

     The Company's total assets at September 30, 1997,  were $529.3 million,  an
increase of $56.9 million, or 12.0%,  compared to total assets of $472.4 million
at December 31, 1996. The growth in total assets was primarily  attributable  to
an increase in loans  receivable,  net of unamortized fees, of $29.0 million and
to an increase in  securities  available  for sale by $10.0  million,  partially
offset by a decline of $4.5 million in federal  funds sold.  The growth in total
assets was primarily  funded by an increase in total  deposits of $32.6 million,
or 10.9%, to $330.7 million, partially offset by a decrease in advances from the
FHLB and other  borrowed  funds of $4.8  million.  Due from  brokers  and due to
brokers,  accounts that  recognize  securities  transactions  that have not been
settled as of the financial statement date, increased by $19.4 million and $31.1
million, respectively. .

     Total  shareholders'  equity  decreased by $1.3  million from  December 31,
1996, to $60.2 million at September 30,1997, due primarily to repurchases of the
Company's  common stock shares  aggregating  $3.5 million,  $2.1 million for RRP
shares  and $1.4  million in  treasury  shares,  which  more than  offset a $1.7
million  increase,  net of the Company's  first  regular cash dividend  totaling
$216,000  that was paid during the third  quarter,  in retained  earnings.  Also
contributing  to the  decline in total  equity was an  increase  by  $121,000 in
tax-effected unrealized losses on securities available for sale.

     At September 30, 1997, the book value per share on 4,306,418  common shares
outstanding  was $13.98  compared to $14.01 at December 31,  1996,  on 4,392,023
shares  outstanding.  Common shares outstanding  include unallocated ESOP shares
and  unearned  RRP  shares.  Excluding  the  tax-effected  unrealized  losses on
securities  AFS,  the book  value per share at  September  30,  1997 was  $14.03
compared to $14.02 at December 31, 1996.

Liquidity and Funding
---------------------

     The Company's primary sources of funds for operations are deposits from its
market  area,   principal  and  interest  payments  on  loans,   mortgage-backed
securities  and  investment  securities,  proceeds from the sale and maturity of
securities,  advances  from  the  FHLB of New York  and  other  borrowed  funds,
primarily  securities sold under agreements to repurchase.  While maturities and
scheduled amortization of loans and securities are predictable sources of funds,
deposit flows and loan prepayments,  primarily 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 nine months ended September 30,
1997,  the  Company's  loan  originations  totaled  $73.3  million.  The Company
purchased securities AFS during the same period of $179.1 million.

     The  primary  financing  activity  of  the  Company  is the  attraction  of
deposits.  During the nine months  ended  September  30,  1997,  total  deposits
increased by $32.6 million of which $6.6 million was  attributable  to the three
branch  offices  opened in May 1997.  Management  believes  that the increase in
deposits primarily resulted from the relatively more attractive rates offered on
certificates  of deposit by the  Company in its local  market  area  compared to
other  interest-earning  investment  alternatives available to depositors during
the nine months ended September 30, 1997.

     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


                                       15
<PAGE>

liquidity  ratio for the month of September  1997 was 8.4%,  and its  short-term
liquidity ratio for the same month was 3.4%.

     The  Company's  most  liquid  assets are cash and cash  equivalents,  which
consist of 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 September 30, 1997, cash and cash equivalents totaled $10.7
million, compared to $10.9 million at December 31, 1996.

     The Bank  anticipates  that it will have sufficient funds available to meet
its current  commitments.  At September 30, 1997,  the Bank had  commitments  to
originate  loans of $5.9 million as well as undrawn  commitments of $6.5 million
on home  equity and other  lines of credit.  Certificates  of deposit  which are
scheduled to mature in one year or less at September  30, 1997,  totaled  $126.4
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 would consider
employing  one or more of the  following  options:  increase its borrowed  funds
position to compensate for the deposit outflows; increase the rates it offers on
these deposits in order to 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 more of these options 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  September  30,  1997,  the Bank had $48.6  million of tangible and core
capital, respectively, or 9.3% of adjusted total assets, which was approximately
$40.7 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 September
30, 1997,  the Bank had  risk-based  capital of $51.6 million  (including  $48.6
million in core capital and $3.0 million in qualifying supplementary capital) or
21.9% of  risk-weighted  assets  of $235.8  million.  The  Bank's  risk-weighted
capital was $32.7 million above the 8.0% requirement in effect on that date.


                                 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.  A loan is placed
on non-accrual  status when the loan is more than 90 days delinquent (except for
FHA insured and VA guaranteed  loans) or when the collection of principal and/or
interest in full becomes doubtful. When loans are designated as non-accrual, all


                                       16
<PAGE>

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 includes assets acquired in settlement of loans.


                                        September 30      December 31
                                            1997               1996
                                       -------------      ------------
                                               (In thousands)
Non-accruing loans:
   One-to- four-family ...................  $1,079            $  259
   Multi-family ..........................     ---               ---
   Commercial real estate ................     191               339
   Consumer ..............................     286               256
   Commercial Business ...................     564             2,269
                                            ------            ------
     Total ...............................   2,120             3,123
                                            ------            ------
Accruing loans delinquent more than 90 days:
   One-to-four family ....................     339               151
   Multi-family ..........................     ---               ---
   Commercial real estate ................      14               568
   Consumer ..............................      44                 6
   Commercial Business ...................     156                 -
                                            ------            ------
     Total ...............................     553               725
                                            ------            ------
Troubled debt restructured loans:
   One-to four-family ....................      86                88
   Multi-family ..........................      35                38
   Commercial real estate ................     763               781
   Consumer ..............................       -                56
   Commercial Business ...................      56                68
                                            ------            ------
     Total ...............................     940             1,031
                                            ------            ------
Total non-performing loans ...............   3,613             4,879
                                            ------            ------
Foreclosed assets:
   One-to four-family ....................     ---               194
   Multi-family ..........................     188               282
   Commercial real estate ................     ---               ---
   Consumer ..............................      39               239
   Commercial Business ...................       -                 -
                                            ------            ------
     Total ...............................     227               715
                                            ------            ------
Total non-performing assets ..............  $3,840
            $5,594
                                            ======            ======
Total as a percentage of total assets ....   0.73%             1.18%


                                       17
<PAGE>

     Since December 31, 1996, no material  additions were made to non-performing
assets and, as detailed in the above  table,  total  non-performing  assets have
declined. As previously  mentioned,  the Company has a lending relationship with
the Bennett Funding Group,  Inc., a lease finance company that filed for Chapter
11  bankruptcy  protection.   At  September  30,  1997,  the  aggregate  balance
outstanding on this  relationship  was  approximately  $337,000,  a $3.3 million
reduction  from the original  balance of $3.6 million as the result of a partial
charge-off  in the fourth  quarter of 1996 of $1.7  million  and the  receipt of
approximately $1.6 million during the nine months ended September 30, 1997 under
the terms of a settlement agreement entered into with the bankruptcy trustee. On
the  basis  of the  terms  specified  in the  settlement  agreement,  management
believes  that no  significant  additional  provisions  or  charge-offs  on this
relationship will be necessary in the future.

     In  addition,  as  of  September  30,  1997,  the  Company  had  foreclosed
multi-family  assets of $188,000  consisting  of one  property:  a  three-story,
54-unit,  student housing  project located in Morrisville,  New York. A purchase
proposal on this property has been accepted  contingent upon a closing within 60
days. On the basis of the most recent offer,  less estimated  selling costs, the
asset has been  written-down  by $94,000 since  December 31, 1996.  The property
encroachment  dispute  discussed  in the  March  31,  1997  Form  10-Q  has been
resolved.

Allowance for Loan Losses
-------------------------

     The allowance for loan losses is  established  through a provision for loan
losses  based  on  management's  evaluation  of the  risk  inherent  in its loan
portfolio and changes in the nature and volume of its loan  activity,  including
those  loans  which  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. Management believes the allowance for loan losses to be adequate.




                                       18
<PAGE>


The following  table sets forth an analysis of the Company's  allowance for loan
losses.

                                                   For the nine months
                                                   ended September 30,
                                                    1997            1996
                                                  --------        --------
                                                     (In thousands)

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

Charge-offs:
     One- to four-family ....................        (11)            (120)
     Multi Family ...........................        (12)               0
     Commercial Real Estate .................        (50)             (28)
     Consumer ...............................       (254)            (372)
     Commercial Business ....................       (260)             (69)
                                                  ------           ------
        Total Charge offs ...................       (587)            (589)

Recoveries:
     One- to four-family ....................          1                9
     Multi Family ...........................          0                0
     Commercial Real Estate .................          4                0
     Consumer ...............................         46               39
     Commercial Business ....................        382                0
                                                  ------           ------
        Total Recoveries ....................        433               48

Net Charge-offs .............................       (154)            (541)
Provisions charged to operations ............        863            2,610
                                                  ------           ------
Balance at end of period ....................      4,147            4,716
                                                  ======           ======

Ratio of net charge-offs during
the period to average loans
outstanding during period ...................      0.06%            0.20%

Ratio of net charge-offs during
the period to average
non-performing assets .......................      3.89%            3.34%


                                       19
<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.

                  Exhibit number 27, Financial Data Schedule

         (b)      Reports on Form 8-K

                  Current  report on Form 8-K was filed on November 10, 1997 for
                  October 24, 1997 press release  regarding  Ambanc Holding Co.,
                  Inc.'s  earnings for the three and nine months ended September
                  30, 1997.
                                   


                                       20
<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/ Robert J. Brittain
----------------------

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




/s/ Harold A. Baylor, Jr.
-------------------------

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



                                       21
<PAGE>

                                  EXHIBIT INDEX


Exhibit 27  Financial Data Schedule
-----------------------------------













































                                       22