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, 2000
                                         ------------------
                                       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, 2000
-----------------------------                -----------------------------------
Common Stock, $.01 Par Value                             4,673,648

<PAGE>


AMBANC HOLDING CO., INC. AND SUBSIDIARIES
FORM 10-Q
September 30, 2000



                                      Table of Contents


Part I.   FINANCIAL INFORMATION

Item 1.        Consolidated Interim Financial Statements (unaudited):

               Consolidated Interim Statements of Financial Condition at
               September 30, 2000 and December 31, 1999 ...................... 3

               Consolidated Interim Statements of Income for the nine months
               and three months ended September 30, 2000 and 1999 ............ 4

               Consolidated Interim Statements of Cash Flows for the nine
               months ended September 30, 2000 and 1999 ...................... 5

               Notes to Unaudited Interim Consolidated Financial Statements... 7

Item 2.        Management's Discussion and Analysis of Financial Condition
               and Results of Operations.......................................9

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

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

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

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

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

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

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

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

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


                                       2

<PAGE>
Part I.   Financial Information
Item 1.  Financial Statements
AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Statements of Financial Condition  (unaudited)
(dollars in thousands, except per share amounts)          Sept 30,  December 31,
                                                           2000        1999
                                Assets                  ----------   ----------
Cash and due from banks ................................$  14,110    $  26,380
Interest-bearing deposits ..............................    1,281        3,231
                                                        ---------    ---------
     Cash and cash equivalents .........................   15,391       29,611

Securities available for sale, at fair value ...........  203,442      212,145
Federal Home Loan Bank of New York stock, at cost ......    8,870        8,748
Loans receivable .......................................  467,155      470,986
     Allowance for loan losses .........................   (5,689)      (5,509)
                                                        ---------    ---------
     Loans receivable, net .............................  461,466      465,477
Accrued interest receivable ............................    4,604        4,411
Premises and equipment, net ............................    5,368        5,593
Real estate owned and repossessed assets ...............      254          322
Goodwill ...............................................    6,991        7,390
Other assets ...........................................    5,203        6,975
                                                        ---------    ---------
     Total assets ......................................$ 711,589    $ 740,672
                                                        =========    =========
                 Liabilities and Shareholders' Equity
Liabilities:
   Deposits ............................................$ 476,639    $ 450,134
   Federal Home Loan Bank short-term borrowings ........   18,600       71,200
   Federal Home Loan Bank long-term borrowings .........   57,981       20,965
   Securities sold under agreements to repurchase ......   72,500      112,740
   Advances from borrowers for taxes and insurance .....    1,489        3,641
   Accrued interest payable ............................    1,007        1,508
   Accrued expenses and other liabilities ..............    4,063        4,891
                                                        ---------    ---------
     Total liabilities .................................  632,279      665,079
                                                        ---------    ---------
Shareholders' equity:
   Preferred stock $.01 par value. Authorized 5,000,000
    shares; none issued at September 30, 2000 and
    December 31, 1999 ..................................     --           --
   Common stock $.01 par value. Authorized 15,000,000
    shares; 5,432,245 issued at September 30, 2000
    and December 31, 1999 ..............................       54           54
   Additional paid-in capital ..........................   63,468       63,314
   Retained earnings,substantially restricted ..........   29,923       28,879
   Treasury stock, at cost (538,597  shares at September
      30, 2000 and 465,155 shares at December 31, 1999).   (8,457)      (7,486)
   Unallocated common stock held by ESOP ...............   (2,018)      (2,353)
   Unearned RRP shares .................................     (247)        (443)
   Accumulated other comprehensive loss ................   (3,413)      (6,372)
                                                        ---------    ---------
     Total shareholders' equity ........................   79,310       75,593
                                                        ---------    ---------
     Total liabilities and shareholders' equity ........$ 711,589    $ 740,672
                                                        =========    =========
See accompanying notes to unaudited interim consolidated financial statements
                                       3
<PAGE>
AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Interim Statements of Income (unaudited)
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
                                                                Nine months          Three months
                                                               ended Sept 30,        ended Sept 30,
                                                              2000        1999      2000        1999
                                                            --------    --------   --------    --------
Interest and dividend income:
<S>                                                         <C>         <C>        <C>         <C>
   Loans receivable .....................................   $ 26,070    $ 23,970   $  8,681    $  8,350
   Securities available for sale ........................     10,718      11,488      3,493       3,830
   Federal funds sold and interest-bearing deposits .....        117         429         45          27
   Federal Home Loan Bank stock .........................        448         368        154         127
                                                            --------    --------   --------    --------
     Total interest and dividend income .................     37,353      36,255     12,373      12,334
                                                            --------    --------   --------    --------
Interest expense:
   Deposits .............................................     13,762      12,587      4,928       4,185
   Borrowings ...........................................      7,426       6,877      2,242       2,257
                                                            --------    --------   --------    --------
     Total interest expense .............................     21,188      19,464      7,170       6,442
                                                            --------    --------   --------    --------
     Net interest income ................................     16,165      16,791      5,203       5,892
Provision for loan losses ...............................        360         670        120         175
                                                            --------    --------   --------    --------
     Net interest income after provision
       for loan losses ..................................     15,805      16,121      5,083       5,717
                                                            --------    --------   --------    --------
Non-interest income:
   Service charges on deposit accounts ..................        987       1,030        346         347
   Net losses on securities transactions ................       (102)         --        (56)         --
   Other ................................................        381         349        111         170
                                                            --------    --------   --------    --------
     Total non-interest income ..........................      1,266       1,379        401         517
                                                            --------    --------   --------    --------
Non-interest expenses:
   Salaries, wages and benefits .........................      6,085       5,835      1,960       2,075
   Occupancy and equipment ..............................      1,740       1,733        570         549
   Data processing ......................................      1,189         985        408         359
   Real estate owned and repossessed assets expenses, net         62          46         15          26
   Professional fees ....................................        379         289        140         113
   Amortization of goodwill .............................        399         399        133         133
   Other ................................................      2,455       2,329        770         779
                                                            --------    --------   --------    --------
     Total non-interest expenses ........................     12,309      11,616      3,996       4,034
                                                            --------    --------   --------    --------
Income  before taxes ....................................      4,762       5,884      1,488       2,200
Income tax expense ......................................      1,945       2,500        584         943
                                                            --------    --------   --------    --------
     Net income .........................................   $  2,817    $  3,384   $    904    $  1,257
                                                            ========    ========   ========    ========
Basic earnings per share ................................   $   0.61    $   0.68   $   0.19    $   0.26
Diluted earnings per share ..............................   $   0.60    $   0.68   $   0.19    $   0.26
</TABLE>
See accompanying notes to unaudited interim consolidated financial statements.

                                       4
<PAGE>
AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Interim Statements of Cash Flows (unaudited)
(dollars in thousands)                                        Nine months
                                                          ended September 30,
                                                            2000       1999
                                                         --------     -------
Increase (decrease) in cash and cash equivalents:
 Cash flows from operating activities:
   Net income ........................................   $  2,817    $  3,384
   Adjustments to reconcile net income  to net
   cash provided by operating activities:
     Depreciation and amortization of premises
          and equipment ..............................        676         677
     Amortization of goodwill ........................        399         399
     Net amortization of premium on securities .......        212         688
     Net losses on securities transactions ...........        102          --
     Provision for loan losses .......................        360         670
     Provision for losses and writedowns on real
          estate owned and repossessed assets ........         14           6
     Net losses on sales of real estate owned
          and repossessed assets .....................         26           7
     ESOP compensation expense .......................        488         561
     RRP expense .....................................        363         321
     (Increase) decrease in accrued interest
          receivable and other assets ................       (393)        281
     (Decrease) increase in accrued interest
          payable, accrued expenses and
          and other liabilities ......................     (1,329)      2,176
                                                         --------     -------
                Net cash provided by
                      operating activities ...........      3,735       9,170
                                                         --------     -------

 Cash flows from investing activities:
     Proceeds from sales and redemptions of
          securities available for sale ..............      5,446      12,000
     Purchases of securities available for sale ......     (4,227)    (60,140)
     Proceeds from principal paydowns and
           maturities of securities available for sale     12,102      54,085
     Purchase of Federal Home Loan Bank of New
           York stock ................................       (122)       (324)
     Net decrease (increase) in loans made
           to customers ..............................     13,489     (35,700)
     Purchase of loans ...............................    (10,000)        ---
     Purchases of premises and equipment .............       (451)     (1,446)
     Proceeds from sales of real estate owned and
          repossessed assets .........................        190         322
                                                         --------     -------
               Net cash provided by (used in)
                      investing activities ...........     16,427     (31,203)
                                                         --------     -------

                                                                     (continued)
                                       5
<PAGE>
AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Interim Statements of Cash Flows (unaudited) (continued)
(dollars in thousands)                                        Nine months
                                                          ended September 30,
                                                            2000       1999
                                                         --------     -------
 Cash flows from financing activities:
    Net increase (decrease) in deposits ..............  $  26,505    $ (8,466)
    Net (decrease) increase in FHLB short-term
        borrowings ...................................    (52,600)     28,500
    Proceeds from FHLB long-term advances ............     40,000        --
    Repayments of FHLB long-term advances ............     (2,984)       (333)
    Proceeds from repurchase agreements ..............     22,651       2,810
    Repayments of repurchase agreements ..............    (62,891)    (22,400)
    (Decrease) increase in advances from borrowers
          for taxes and insurance ....................     (2,152)      2,187
    Purchases of treasury stock ......................     (1,142)     (7,438)
    Excercises of stock options ......................         --         139
    Dividends paid ...................................     (1,769)     (1,262)
                                                         --------     -------
          Net cash used in financing activities ......    (34,382)     (6,263)
                                                         --------     -------

Net decrease in cash and cash equivalents ............    (14,220)    (28,296)
Cash and cash equivalents at beginning of period .....     29,611      42,815
                                                         --------     -------
Cash and cash equivalents at end of period ...........   $ 15,391    $ 14,519
                                                         ========     =======

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

Interest .............................................   $ 21,689    $ 19,678
                                                         ========     =======
Income taxes .........................................   $  1,715    $  1,952
                                                         ========     =======
Noncash investing and financing activities:
Net transfer of loans to real estate owned
     and repossessed assets ..........................   $    162    $    271
                                                         ========     =======
Adjustment of securities available for sale to
        fair value, net of tax                           $  2,959   ($  4,557)
                                                         ========     =======

Tax benefit related to vesting of RRP shares .........   $      1    $     21
                                                         ========     =======

See accompanying notes to unaudited interim consolidated financial statements.


                                       6
<PAGE>
          NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(1) In management's opinion, the financial information included herein, which is
unaudited,  reflects  all  adjustments,  consisting  solely of normal  recurring
adjustments,  necessary for a fair presentation of the financial  information as
of and for the three and nine month periods  ended  September 30, 2000 and 1999,
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) 1999 Annual Report on Form 10-K.  The results of
operations for the 2000 interim  periods are not  necessarily  indicative of the
results of operations to be expected for the full fiscal year ended December 31,
2000.

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

(3)  Earnings per Share

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

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

                                             Net          Weighted
                                           Income          Average     Per Share
                                       (in thousands)      Shares       Amount
For the nine months ended Sept. 30, 2000------------     ----------    ---------
Basic EPS
Net income                                   $2,817       4,650,055        $0.61
                                             ======                        =====
Effect of dilutive securities:
Stock options                                                21,625
Unvested RRP shares                                          12,033
                                                          ---------
Diluted EPS
Net income                                   $2,817       4,683,712        $0.60
                                             ======       =========        =====
For the nine months ended Sept. 30, 1999
Basic EPS
Net income                                   $3,384       4,946,378        $0.68
                                             ======                        =====
Effect of dilutive securities:
Stock options                                                42,431
Unvested RRP shares                                          14,961
                                                          ---------
Diluted EPS
Net income                                   $3,384       5,003,770        $0.68
                                             ======       =========        =====
                                       7
<PAGE>
For the quarter ended Sept. 30, 2000
Basic EPS
Net income                                   $  904       4,653,495        $0.19
                                             ======                        =====
Effect of dilutive securities:
Stock options                                                33,273
Unvested RRP shares                                           6,093
                                                          ---------
Diluted EPS
Net income                                   $  904       4,692,862        $0.19
                                             ======       =========        =====
For the quarter ended Sept. 30, 1999
Basic EPS
Net income                                   $1,257       4,838,482        $0.26
                                             ======                        =====
Effect of dilutive securities:
Stock options                                                47,339
Unvested RRP shares                                           8,476
                                                          ---------
Diluted EPS
Net income                                   $1,257       4,894,297        $0.26
                                             ======       =========        =====

(4)  Comprehensive Income (Loss)

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

     Comprehensive income (loss) for the nine-month periods ended September, 30,
2000 and 1999 was $5.8 million and ($1.2) million,  respectively.  Comprehensive
income for the  three-month  periods ended  September 30, 2000 and 1999 was $3.3
million and $435 thousand, respectively.

(5)  Recent Accounting Pronouncements

     In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes  accounting and reporting
standards for derivative  instruments,  including certain derivative instruments
embedded in other  contracts,  and for  hedging  activities.  As  amended,  this
Statement is effective for all fiscal  quarters of fiscal years  beginning after
June 15,  2000.  Based on  management's  evaluation  of  Statement  No. 133, the
adoption  of this  statement  will not have a material  impact on the  Company's
consolidated  financial  statements,  as the Company currently does not have any
derivative  instruments,  nor have any derivative  instruments embedded in other
contracts been identified.

                                       8
<PAGE>
ITEM 2.
                         MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General

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

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

     The Bank has been,  and  intends to  continue  to be, a  community-oriented
financial  institution  offering a variety of financial  services.  Management's
strategy has been to try to achieve a high loan to asset ratio with  emphasis on
originating traditional one- to four-family residential mortgage and home equity
loans in its primary market area. Recently the Company has also been focusing on
developing its  commercial  loan  department.  At September 30, 2000, the Bank's
loans receivable,  net, to assets ratio was 64.9%, up from 62.8% at December 31,
1999. The Bank's portfolio of one- to four-family  residential mortgage and home
equity loans was 83.4% of total loans at September 30, 2000.

Forward-Looking Statements

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

                                       9
<PAGE>
     The Company does not undertake - and specifically  disclaims any obligation
- to  publicly  release  the  result of any  revisions  which may be made to any
forward-looking  statements to reflect events or circumstances after the date of
such  statements or to reflect the occurrence of  anticipated  or  unanticipated
events.

Financial Condition

     Comparison  of Financial  Condition at September  30, 2000 and December 31,
1999.  Total assets  decreased by $29.1  million,  or 3.9%, to $711.6 million at
September  30, 2000 from $740.7  million at December 31, 1999,  primarily due to
decreases in cash and cash  equivalents  and  securities  available  for sale of
$14.2 million and $8.7 million, respectively, in addition to a decrease in loans
receivable, net of $4.0 million.

     Cash and cash  equivalents  decreased by $14.2 million,  or 48.0%, to $15.4
million at September  30, 2000 from $29.6  million at December  31,  1999.  This
decrease  was  primarily  due to a decrease  in cash and due from banks of $12.3
million,  or 46.5%,  from $26.4 million at December 31, 1999 to $14.1 million at
September 30, 2000, in addition to a decrease in interest-bearing  deposits from
$3.2 million at December 31, 1999 to $1.3  million at  September  30, 2000.  The
decrease in cash and due from banks is the result of the  Company's  decision to
temporarily increase vault cash in preparation for potential year 2000 liquidity
needs of  depositors  at year end 1999.  However,  early in the first quarter of
2000, vault cash returned to more normal levels.  Securities  available for sale
decreased  $8.7 million,  or 4.1%, to $203.4  million at September 30, 2000 from
$212.1 million at December 31, 1999,  resulting  primarily from the  maturities,
paydowns and calls of securities, in addition to the sale of securities.  During
the nine months ended  September 30, 2000, the Company sold  approximately  $4.5
million  in  securities  recognizing  a  pre-tax  loss of $102  thousand.  Loans
receivable, net decreased $4.0 million from $465.5 million at December 31, 1999,
to $461.5 million at September 30, 2000.  During the third quarter,  the Company
entered  into a $10 million  commercial  loan  participation  with an  unrelated
financial  institution in its market area. In addition,  other assets  decreased
$1.8 million,  or 25.4%,  to $5.2 million at September 30, 2000 due primarily to
the deferred tax consequences  related to the adjustment of securities available
for sale to fair value.

     Deposits  increased  by  $26.5  million,  or 5.9%,  to  $476.6  million  at
September  30, 2000 from $450.1  million at December 31, 1999  primarily  due to
various  marketing  promotions  offered  during  the  first  half  of the  year.
Securities  repurchase  agreements  decreased $40.2 million,  or 35.7%, to $72.5
million at September  30, 2000 from $112.7  million at December  31,  1999,  due
primarily to the maturity of repurchase  agreements.  Short-term borrowings from
the FHLB decreased by $52.6 million, or 73.9%, to $18.6 million at September 30,
2000.  These funding  reductions  were  replaced in part with a  combination  of
long-term advances from the FHLB and increased deposits. Long-term advances from
the FHLB increased $37.0 million,  or 176.6%,  to $58.0 million at September 30,
2000  from  $21.0  million  at  December  31,  1999.  The  shift to  longer-term
borrowings  is part of the  Company's  effort to improve its interest  rate risk
position by more closely matching the maturities of its assets and liabilities.

                                       10
<PAGE>

     Shareholders' equity increased $3.7 million, or 4.9%, from $75.6 million at
December 31, 1999 to $79.3 million at September  30, 2000,  primarily due to net
income of $2.8 million and the decrease in net  unrealized  losses on securities
available for sale, net of tax, of $3.0 million  partially offset by the payment
of cash  dividends of $1.8 million for the first nine months of the year.  Other
items impacting shareholders' equity were the repurchases of treasury stock, the
release  of ESOP  shares,  the grant of RRP shares in lieu of  Directors'  Board
fees, and the amortization of unearned RRP shares.


Consolidated Average Balances, Interest Rates & Yields

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

                                       11
<PAGE>
<TABLE>
<CAPTION>
                                                                  Three months ended September 30,
                                                              2000                                   1999
                                          ------------------------------------   -------------------------------------
                                                Average     Interest    Yield/        Average     Interest    Yield/
                                                Balance     Inc./Exp.    Rate         Balance     Inc./Exp.    Rate
<S>                                             <C>           <C>        <C>         <C>            <C>        <C>
Earning assets                                                        (Dollars in thousands)
  Loans receivable                              $461,575      $8,681     7.48%       $449,850      $8,350     7.36%
  Securities available for sale (AFS)            213,319       3,493     6.51%        236,345       3,830     6.43%
  Federal Home Loan Bank stock                     8,870         154     6.91%          7,232         127     6.97%
  Federal funds sold &
     interest-bearing deposits                     2,709          45     6.61%          2,062          27     5.19%
                                          --------------   ---------  --------   ------------   ---------  --------
      Total earning assets                       686,473      12,373     7.17%        695,489      12,334     7.04%
                                          --------------   ---------  --------   ------------   ---------  --------
Allowance for loan losses                         (5,587)                              (5,437)
Unrealized gain/(loss) on AFS securities          (9,698)                              (5,623)
Other assets                                      33,830                               33,052
                                          ---------------                         ------------
Total assets                                    $705,018                             $717,481
                                          ===============                         ============

Interest-bearing liabilities
  Savings deposits                               126,598         873     2.74%        138,366       1,023     2.93%
  NOW  deposits                                   41,443         194     1.86%         36,182         142     1.56%
  Certificates of deposit                        249,613       3,627     5.78%        222,597       2,773     4.94%
  Money market accounts                           24,228         234     3.84%         25,405         247     3.86%
  Borrowed funds                                 141,162       2,242     6.32%        165,604       2,257     5.41%
                                          --------------   ---------  --------   ------------   ---------  --------
      Total interest-bearing liabilities         583,044       7,170     4.89%        588,154       6,442     4.34%
                                          --------------   ---------  --------   ------------   ---------  --------
Demand deposits                                   37,887                               37,382
Other liabilities                                  7,634                               11,990
                                          ---------------                         ------------
Total liabilities                                628,565                              637,526
                                          ---------------                         ------------
Stockholders' equity                              76,453                               79,955
                                          ---------------                         ------------
Total liabilities & equity                      $705,018                             $717,481
                                          ===============                         ============

    Net interest income                                       $5,203                               $5,892

    Interest rate spread                                                 2.28%                                2.70%

    Net earning assets                          $103,429                             $107,335

    Net interest margin                                                  3.02%                                3.36%

    Average earning assets/Average
     interest-bearing liabilities                117.74%                              118.25%

</TABLE>
                                       12
<PAGE>
Consolidated Rate/Volume Analysis of Net Interest Income

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

                                                Three months ended September 30,
                                                           2000 vs. 1999
                                                -------------------------------
                                                       Increase
                                                      (Decrease)
                                                        Due to           Total
                                                ---------------------  Increase
                                                  Volume       Rate   (Decrease)

                                                ---------    --------  --------
Earning assets                                            (In thousands)
  Loans receivable ..........................    $   205      $  126     $  331
  Securities available for sale .............       (378)         41       (337)
  Federal Home Loan Bank stock ..............         28          (1)        27
  Federal funds sold and interest-bearing
     deposits ...............................         10           8         18
                                                ---------    --------  --------
      Total earning assets ..................       (135)        174         39
                                                ---------    --------  --------
Interest-bearing liabilities
  Savings deposits ..........................        (85)        (65)      (150)
  NOW  deposits .............................         22          30         52
  Certificates of deposit ...................        356         498        854
  Money market accounts .....................        (12)         (1)       (13)
  Borrowed funds ............................       (361)        346        (15)
                                                ---------    --------  --------
      Total interest-bearing liabilities ....        (80)        808        728
                                                ---------    --------  --------
    Net interest income .....................    $   (55)     $ (634)    $ (689)
                                                =========    ========  ========

                                       13
<PAGE>
Comparison  of Operating  Results for the Three Months Ended  September 30, 2000
and 1999.


Net Income.  Net income for the three months ended  September  30, 2000 was $904
thousand compared to $1.3 million for the three months ended September 30, 1999.
Net income for the three months ended  September 30, 2000 was reduced  primarily
as a result of decreased net interest income and  non-interest  income offset in
part by decreases in non-interest  expenses,  the provision for loan losses, and
income tax expense. These and other changes are discussed in more detail below.

Net Interest Income.  Net interest income decreased $689 thousand,  or 11.7%, to
$5.2 million for the three months ended September 30, 2000 from $5.9 million for
the three months ended  September 30, 1999. The decrease in net interest  income
was  primarily  due to a decrease in the interest rate spread from 2.70% for the
three  months  ended  September  30,  1999 to 2.28% for the three  months  ended
September 30, 2000, as well as a decrease in the net interest  margin from 3.36%
to 3.02%.

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

     The interest  rate  spread,  which is the  difference  between the yield on
average  earning  assets and the cost of average  interest-bearing  liabilities,
decreased to 2.28% for the three months ended September 30, 2000, from 2.70% for
the three months ended  September  30, 1999.  The decrease in the interest  rate
spread  is  due  to  the  increase  in  the  average  cost  of  interest-bearing
liabilities exceeding the increase in the average yield on earning assets during
the  period.  The  Company  redeployed  assets  from  lower-yielding  securities
available for sale to the higher-yielding loan portfolio.  Primarily due to this
shift in asset mix, the average yield on earning assets increased from 7.04% for
the three  months ended  September  30, 1999 to 7.17% for the three months ended
September  30,  2000.  The  impact of this  increase  was  offset  primarily  by
increases in the average  balance of the higher costing  certificates of deposit
and NOW deposits of $27.0 million and $5.3 million, respectively.  Likewise, for
the three months ended  September 30, 2000 the average rate paid on certificates
of deposit and NOW deposits  increased 84 basis points,  to 5.78%,  and 30 basis
points,  to 1.86%,  respectively.  Thus,  the average  cost of  interest-bearing
liabilities  increased to 4.89% for the three months  ended  September  30, 2000
from 4.34% for the same period of the previous year.

     The  experience of the Company has been that net interest  income  declines
with  increases in interest  rates and that net interest  income  increases with
decreases in interest rates.  Generally,  during periods of increasing  interest
rates, the Company's  interest rate sensitive  liabilities  re-price faster than
its interest rate sensitive  assets causing a decline in the Company's  interest
rate spread and net interest margin. This would result from an increase

                                       14
<PAGE>
in the  Company's  cost of funds  that  would  not be  immediately  offset by an
increase  in its  yield on  earning  assets.  An  increase  in the cost of funds
without an  equivalent  increase  in the yield on earning  assets  would tend to
reduce net  interest  income.  This trend was evident in 1999 and the first nine
months of 2000 when interest rates generally began to increase during the second
half of 1999 and into 2000.  This increase in interest rates caused a decline in
the net interest  margin from 3.36% for the quarter ended September 30, 1999, to
3.19% for the quarter  ended  December  31, 1999 to 3.15% for the quarter  ended
March 31, 2000, to 3.14% for the quarter  ended June 30, 2000,  and to 3.02% for
the quarter ended September 30, 2000.

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

Interest and Dividend  Income.  Interest  and dividend  income  increased by $39
thousand,  or 0.3%,  to $12.4  million for the three months ended  September 30,
2000 from $12.3 million for the three months  September  30, 1999.  The increase
was  largely the result of the shift in the  average  balance of earning  assets
from securities  available for sale to loans  receivable  (and, to a much lesser
extent,  FHLB  stock),  offset in part by a decrease in the  average  balance of
total earning assets.  The average balance of loans  receivable  increased $11.7
million,  or 2.6%, and the average balance of FHLB stock increased $1.6 million,
or 22.6%.  These  increases  were more than  offset by a decrease in the average
balance of securities  available for sale of $23.0 million, or 9.7%. In addition
to the  decrease  and shift in the  average  balance of earning  assets was a 13
basis point increase in the average yield on total earning assets.  The yield on
the average  balance of earning  assets was 7.17% and 7.04% for the three months
ended September 30, 2000 and 1999, respectively.

     Interest  and fees on  loans  increased  $331  thousand,  or 4.0%,  to $8.7
million for the three  months  ended  September  30,  2000.  This  increase  was
primarily  the  result  of an  increase  in the  average  balance  of net  loans
receivable of $11.7  million,  or 2.6%,  to $461.6  million for the three months
ended  September  30,  2000  from  $449.9  million  for the three  months  ended
September 30, 1999.
                                       15
<PAGE>
     Interest  income on securities  available for sale decreased $339 thousand,
or 8.8%, to $3.5 million for the three months ended September 30, 2000 from $3.8
million for the previous  period.  This  decrease is  primarily  the result of a
decrease  in the  average  balance  of  securities  available  for sale of $23.0
million  offset in part by an 8 basis point  increase  in the  average  yield on
these securities.

     Interest  income  on  federal  funds  sold  and  interest-bearing  deposits
increased  $18  thousand,  or 66.7%,  to $45 thousand for the three months ended
September 30, 2000 from $27 thousand for the previous  year's quarter  primarily
due  to  a  increase  in  the  average   balance  of  federal   funds  sold  and
interest-bearing  deposits of $647 thousand,  or 31.4%, coupled with a 142 basis
point increase in its average yield.

Interest Expense.  Total interest expense increased by $728 thousand,  or 11.3%,
to $7.2 million for the three months ended  September 30, 2000 from $6.4 million
for the three months ended  September 30, 1999.  Total average  interest-bearing
liabilities  decreased by $5.1 million, or 0.9%, to $583.0 million for the third
quarter of 2000  compared to $588.2  million for the same period of the previous
year  primarily due to the pay down of borrowed  funds,  partially  offset by an
increase in average  deposits.  The average  balance of borrowed funds decreased
$24.4  million,  or  14.8%,  from  $165.6  million  for the three  months  ended
September  30, 1999 to $141.2  million for the three months ended  September 30,
2000.  During  the same  periods,  the  average  rate  paid on  interest-bearing
liabilities increased by 55 basis points to 4.89% from 4.34%.

     Total  interest  expense  for the three  months  ended  September  30, 2000
increased  primarily  due to an increase of 84 basis  points,  to 5.78%,  in the
average rate paid on certificates of deposit during the period. In addition, the
average  balance on these deposit  accounts  increased to $249.6 million for the
three months ended  September  30,  2000,  from $222.6  million for the previous
period.  Likewise,  interest  expense  relative to NOW  accounts  increased as a
result of  increases  in the  average  balances  on these  deposit  accounts  in
addition to increases in the average cost of these  deposit  accounts from 1.56%
for the three  months  ended  September  30, 1999 to 1.86% for the three  months
ended September 30, 2000.

Provision for Loan Losses. The Company's provision for loan losses is based upon
management's  analysis of the adequacy of the  allowance  for loan  losses.  The
allowance is increased by a charge to the provision for loan losses,  the amount
of which  depends  upon an analysis of the changing  risks  inherent in the loan
portfolio.  Management  determines the adequacy of the allowance for loan losses
based upon its analysis of risk  factors in the loan  portfolio.  This  analysis
includes evaluation of credit risk for specifically  reserved loans,  historical
loss experience, current economic conditions, estimated fair value of underlying
collateral,  delinquencies, and other factors. The provision for loan losses for
the three  months  ended  September  30,  2000  decreased  $55  thousand to $120
thousand from $175 thousand for the three months ended  September 30, 1999.  The
provision was reduced  primarily due to improved asset quality,  as evidenced by
the decrease in the ratio of  non-performing  loans to total loans from 0.89% at
December  31,  1999 to 0.67% at  September  30,  2000,  partially  offset  by an
increase in net loan charge-offs.
                                       16
<PAGE>
Non-Interest  Income.  Total non-interest income decreased by $116 thousand,  or
22.4%,  from $517 thousand for the three months ended September 30, 1999 to $401
thousand for the three months ended  September  30, 2000.  Contributing  to this
decrease was the sale of  approximately  $1.5 million of  securities  during the
quarter ended  September 30, 2000,  resulting in a pre-tax loss of $56 thousand.
Moreover,  included in other  non-interest  income for the third quarter of 1999
was  approximately  $70 thousand  representing  interest  received  from IRS tax
refunds as well as a $20  thousand  gain on the sale of assets  which were fully
depreciated.

Non-Interest Expenses. Non-interest expenses decreased $38 thousand, or 0.9%, to
$4.0 million for the three  months ended  September  30, 2000  primarily  due to
decreased  costs  associated  with salaries,  wages and benefits and real estate
owned and repossessed  assets. Also impacting  non-interest  expenses during the
third quarter of 2000 were increased data processing costs and professional fees
associated  with  certain  tax  planning  strategies  being  implemented  by the
Company. These and other changes are discussed in more detail below.

     Salaries,  wages and benefits expense decreased by $115 thousand,  or 5.5%,
for the third  quarter of 2000 due  primarily  to the  elimination  of temporary
outside services relative to work performed during the second half of 1999. Also
contributing to this decrease was a reduction in pension expense (which is based
on certain actuarial  calculations) and ESOP expense. The expense related to the
ESOP for the third  quarter of 2000 was $17 thousand  lower than the  comparable
quarter  in 1999  due to the  lower  stock  price  in  2000  relative  to  1999.
Management believes that salaries,  wages and benefits expenses may fluctuate in
future  periods as costs  related to the  Company's  ESOP are  dependent  on the
Company's average stock price.

     Occupancy and equipment  increased $21 thousand,  or 3.8%, to $570 thousand
for the three  months  ended  September  30,  2000,  from $549  thousand in 1999
primarily  due to an  increase  in  depreciation  on  buildings  resulting  from
renovations  completed at the Main Office and a branch  office  during the third
quarter of 1999.

     Data  processing  increased  $49 thousand to $408  thousand for the quarter
ended  September 30, 2000 primarily due to the increase in volume of deposit and
loan accounts serviced by the Bank.

     Real estate owned and repossessed  assets expense decreased $11 thousand to
$15  thousand for the three months  ended  September  30, 2000 due  primarily to
losses recognized on the sale of real estate owned and repossessed assets during
the third quarter of 1999.



                                       17
<PAGE>

     Professional  fees increased $27 thousand,  or 23.9%,  to $140 thousand for
the three months ended September 30, 2000, from $113 thousand for the comparable
period of the previous  year.  The increased  professional  fees were  primarily
associated  with  certain  tax  planning  strategies  being  implemented  by the
Company. As discussed in Part 88, Item 5 of this report, on October 6, 2000, the
Company  announced  that  its  tender  offer to  acquire  Cohoes  Bancorp,  Inc.
("Cohoes") had expired,  and that the depositary for the offer was instructed to
promptly return all shares tendered and not previously withdrawn. As a result of
the expiration of the tender offer for Cohoes,  the Company  expects a charge to
professional  fees in the fourth quarter of 2000 of  approximately  $240 to $260
thousand,  representing  direct costs incurred in connection  with the Company's
attempted  acquisition  of Cohoes.  Prior to the expiration of the tender offer,
these direct costs were being deferred.

     Other non-interest expense decreased $9 thousand, or 1.2%, to $770 thousand
for the three  months  ended  September  30, 2000 when  compared to the previous
period.  This decrease was primarily due to reduced expenses associated with the
changes in the courier  system as well as the  armored  car  service  during the
quarter ended September 30, 2000.

Income Tax Expense.  Income tax expense decreased by $359 thousand, or 38.1%, to
$584  thousand for the three months ended  September 30, 2000 from $943 thousand
for the three months ended  September  30, 1999.  The decrease was primarily the
result of the decrease in income before  taxes,  as well as certain tax planning
strategies now implemented by the Company.

Consolidated Average Balances, Interest Rates & Yields

     The  following  table  presents for the periods  indicated the total dollar
amount of interest and dividend  income earned on average earning assets and the
resultant  yields,  as well as the  total  dollar  amount  of  interest  expense
incurred on average interest-bearing liabilities and the resultant rates. No tax
equivalent  adjustments  were  made.  All  average  balances  are daily  average
balances.  Non-accruing  loans  have been  included  in the table as loans  with
interest earned on a cash basis only. Securities available for sale are included
at amortized cost.
                                       18
<PAGE>
<TABLE>
<CAPTION>
                                                                    Nine months ended September 30,
                                                              2000                                   1999
                                          ------------------------------------   -------------------------------------
                                                Average     Interest    Yield/        Average     Interest    Yield/
                                                Balance     Inc./Exp.    Rate         Balance     Inc./Exp.    Rate
<S>                                             <C>           <C>        <C>         <C>            <C>        <C>
Earning assets                                                        (Dollars in thousands)
  Loans receivable                              $467,286     $26,070     7.45%       $434,766     $23,970     7.37%
  Securities available for sale (AFS)            216,943      10,718     6.60%        243,340      11,488     6.31%
  Federal Home Loan Bank stock                     8,819         448     6.79%          7,221         368     6.81%
  Federal funds sold &
     interest-bearing deposits                     2,668         117     5.86%         12,151         429     4.72%
                                          --------------   ---------  --------   ------------   ---------  --------
      Total earning assets                       695,716      37,353     7.17%        697,478      36,255     6.95%
                                          --------------   ---------  --------   ------------   ---------  --------
Allowance for loan losses                         (5,551)                              (5,223)
Unrealized gain/(loss) on AFS securities         (10,272)                              (1,881)
Other assets                                      34,541                               32,966
                                          ---------------                         ------------
Total assets                                    $714,434                             $723,340
                                          ===============                         ============

Interest-bearing liabilities
  Savings deposits                               128,297       2,635     2.75%        139,089       3,034     2.91%
  NOW  deposits                                   38,598         441     1.52%         36,969         441     1.59%
  Certificates of deposit                        238,263       9,917     5.56%        225,294       8,439     5.01%
  Money market accounts                           26,701         769     3.84%         23,492         673     3.84%
  Borrowed funds                                 163,630       7,426     6.06%        168,414       6,877     5.46%
                                          --------------   ---------  --------   ------------   ---------  --------
      Total interest-bearing liabilities         595,489      21,188     4.75%        593,258      19,464     4.39%
                                          --------------   ---------  --------   ------------   ---------  --------
Demand deposits                                   36,632                               34,541
Other liabilities                                  6,565                               12,140
                                          ---------------                         ------------
Total liabilities                                638,686                              639,939
                                          ---------------                         ------------
Stockholders' equity                              75,748                               83,401
                                          ---------------                         ------------
Total liabilities & equity                      $714,434                             $723,340
                                          ===============                         ============

    Net interest income                                      $16,165                              $16,791

    Interest rate spread                                                 2.42%                                2.56%

    Net earning assets                          $100,227                             $104,220

    Net interest margin                                                  3.10%                                3.22%

    Average earning assets/Average
     interest-bearing liabilities                116.83%                              117.57%

</TABLE>
                                       19
<PAGE>
Consolidated Rate/Volume Analysis of Net Interest Income

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

                                                 Nine months ended September 30,
                                                           2000 vs. 1999
                                                -------------------------------
                                                       Increase
                                                      (Decrease)
                                                        Due to           Total
                                                ---------------------  Increase
                                                  Volume       Rate   (Decrease)
                                                ---------    --------  --------
Earning assets                                             (In thousands)
  Loans receivable ..........................    $ 1,831      $  269     $2,100
  Securities available for sale .............     (1,292)        522       (770)
  Federal Home Loan Bank stock ..............         82          (2)        80
  Federal funds sold and interest-bearing
     deposits ...............................       (398)         86       (312)
                                                ---------    --------  --------
      Total earning assets ..................        223         875      1,098
                                                ---------    --------  --------
Interest-bearing liabilities
  Savings deposits ..........................       (226)       (173)      (399)
  NOW  deposits .............................         19         (19)        --
  Certificates of deposit ...................        507         971      1,478
  Money market accounts .....................         93           3         96
  Borrowed funds ............................       (199)        748        549
                                                ---------    --------  --------
      Total interest-bearing liabilities ....        194       1,530      1,724
                                                ---------    --------  --------
    Net interest income .....................    $    29      $ (655)    $ (626)
                                                =========    ========  ========


                                       20

<PAGE>
Comparison of Operating Results for the Nine Months Ended September 30, 2000 and
1999.

Net Income. Net income decreased by $567 thousand, or 16.8%, for the nine months
ended  September  30, 2000 to $2.8 million from $3.4 million for the nine months
ended  September  30, 1999.  Net income for the nine months ended  September 30,
2000 was reduced  primarily  as a result of decreased  net  interest  income and
non-interest income, in addition to an increase in non-interest expenses, offset
in part by a decrease in the  provision  for loan losses and income tax expense.
These and other changes are discussed in more detail below.

Net Interest Income.  Net interest income  decreased $626 thousand,  or 3.7%, to
$16.2  million for the nine months ended  September  30, 2000 from $16.8 million
for the nine months  ended  September  30,  1999.  The  decrease in net interest
income was  primarily  due to a decrease in the interest  rate spread from 2.56%
for the nine months ended  September 30, 1999 to 2.42% for the nine months ended
September 30, 2000, as well as a decrease in the net interest  margin from 3.22%
to 3.10%.

Interest and Dividend  Income.  Interest and dividend  income  increased by $1.1
million,  or 3.0%, to $37.4 million for the nine months ended September 30, 2000
from $36.3 million for the nine months ended  September  30, 1999.  The increase
was largely the result of increases in the average  balance of loans  receivable
of $32.5 million,  or 7.5%, and FHLB stock of $1.6 million, or 22.1%, which were
more than offset by decreases in securities available for sale of $26.4 million,
or 10.8%, and federal funds sold and interest-bearing  deposits of $9.5 million,
or 78.0%.  In  addition  to the  decrease  and shift in the  average  balance of
earning  assets was a 22 basis  point  increase  in the  average  yield on total
earning assets. The yield on the average balance of earning assets was 7.17% and
6.95% for the nine months ended September 30, 2000 and 1999, respectively.

Interest and fees on loans increased $2.1 million, or 8.8%, to $26.1 million for
the nine months ended September 30, 2000. This increase was primarily the result
of an increase in the average balance of net loans  receivable of $32.5 million,
or 7.5%,  to $467.3  million for the nine months ended  September  30, 2000 from
$434.8 million for the nine months ended September 30, 1999.

Interest  income on securities  available for sale decreased  $770 thousand,  or
6.7%, to $10.7  million for the nine months ended  September 30, 2000 from $11.5
million for the same period of the previous year. This decrease is primarily the
result of a decrease in the average balance of securities  available for sale of
$26.4 million  offset in part by a 29 basis point  increase in the average yield
on these securities.

Interest income on federal funds sold and  interest-bearing  deposits  decreased
$312 thousand,  or 72.7%,  to $117 thousand for the nine months ended  September
30, 2000 from $429 thousand for the previous year primarily due to a decrease in
the average balance of federal funds sold and interest-bearing  deposits of $9.5
million,  or 78.0%,  resulting from the shift from lower yielding  federal funds
sold and interest-bearing deposits to higher yielding loans receivable.

                                       21

<PAGE>
Interest Expense.  Total interest expense increased by $1.7 million, or 8.9%, to
$21.2  million for the nine months ended  September  30, 2000 from $19.5 million
for the nine months ended  September 30, 1999.  Total  average  interest-bearing
liabilities  increased by $2.2 million, or 0.4%, to $595.5 million for the first
nine  months of 2000  compared  to  $593.3  million  for the same  period of the
previous year  primarily due to the funding of the  repurchases of the Company's
stock.  During  the same  periods,  the  average  rate paid on  interest-bearing
liabilities increased by 36 basis points to 4.75% from 4.39%.

     Total  interest  expense  for the nine  months  ended  September  30,  2000
increased  primarily  due to an increase of 55 basis  points,  to 5.56%,  in the
average rate paid on certificates of deposit during the period. In addition, the
average  balance on these deposit  accounts  increased to $238.3 million for the
nine months  ended  September  30,  2000,  from $225.3  million for the previous
period.  Likewise,  interest expense relative to borrowed funds and money market
accounts  increased  during the period.  Moreover,  the  increase in interest on
borrowed funds was primarily due to increases in the average cost of these funds
from 5.46% for the nine months  ended  September  30, 1999 to 6.06% for the nine
months ended September 30, 2000.

Provision  for Loan Losses.  The  provision  for loan losses for the nine months
ended  September  30, 2000  decreased  $310  thousand to $360 thousand from $670
thousand for the nine months ended September 30, 1999. The provision was reduced
primarily  due to improved  asset  quality,  as evidenced by the decrease in the
ratio of non-performing  loans to total loans from 0.89% at December 31, 1999 to
0.67%  at  September  30,  2000,  offset  in part  by an  increase  in net  loan
charge-offs.

Non-Interest  Income.  Total non-interest income decreased by $113 thousand,  or
8.2%,  to $1.3  million for the nine months ended  September  30, 2000 from $1.4
million for the nine months ended  September  30,  1999.  During the nine months
ended  September  30,  2000,  the Company  sold  approximately  $4.5  million in
securities  recognizing  a  pre-tax  loss of $102  thousand.  Likewise,  service
charges on deposit  accounts  decreased  $43 thousand  from  comparable  periods
primarily due to the reduction in volume of NSF charges to customers. During the
first  quarter of 2000,  the  Company  increased  its fees  charged  for cashing
non-customer tax refund checks, in addition to fees associated with the purchase
of bank checks and money orders.  Moreover,  the Bank now charges an ATM fee for
non-customer  transactions  made at the Bank's ATM  machines.  Also  included in
other  non-interest  income during the first quarter of 2000 was the recognition
of income for an experience  refund from an insurance  carrier on consumer loans
in the amount of $11 thousand.

Non-Interest  Expenses.  Non-interest expenses increased $693 thousand, or 6.0%,
to $12.3 million for the nine months ended September 30, 2000 from $11.6 million
for the nine months ended  September 30, 1999  primarily due to increased  costs
associated with salaries, wages and benefits and data processing. Also impacting
non-interest  expenses during the first quarter of 1999 were the acceleration of
depreciation and amortization of equipment and leasehold improvements due to the
closing of a branch. These and other changes are discussed in more detail below.

                                       22
<PAGE>
     Salaries,  wages and benefits expense increased by $250 thousand,  or 4.3%,
for the first nine months of 2000  primarily  due to an increase in salaries and
wages  associated  with the increase in staff in the commercial  loan department
due to the  Company's  decision  to  increase  emphasis  in  growing  commercial
lending,  coupled  with  the  establishment  of  the  Senior  Management  Salary
Incentive  Plan during the second  quarter of 1999.  Also  contributing  to this
increase  was the general  cost of living and merit raises given to employees at
the beginning of 2000. These increases were offset in part by the elimination of
temporary  outside services relative to work performed during the second half of
1999.  In  addition,  during  the first  quarter  of 1999,  salaries,  wages and
benefits  expense was reduced due to the reversal of an accrual  associated with
severance  offered to an  employee  terminated  at the time of the  merger  with
AFSALA  Bancorp,  Inc.  in November  1998,  which was not  accepted.  Management
believes  that  salaries,  wages and benefits  expenses may  fluctuate in future
periods as costs  related to the  Company's  ESOP are dependent on the Company's
average stock price.  The expense  related to the ESOP for the first nine months
of 2000 was $73  thousand  lower than the  comparable  period in 1999 due to the
lower stock price in 2000 relative to 1999.

     Occupancy and equipment  increased $7 thousand to $1.7 million for the nine
months ended September 30, 2000 when compared to the previous  period  primarily
due  to an  increase  in  depreciation  of  furniture,  fixtures  and  equipment
primarily resulting from computer hardware and software upgrades related to year
2000 compliance subsequent to the first quarter of 1999. Likewise,  depreciation
on buildings increased due primarily to renovations completed at the Main Office
and a branch office during the third quarter of 1999. Offsetting these increases
was the acceleration of depreciation and amortization of equipment and leasehold
improvements,  during the first  quarter of 1999,  on a branch being closed as a
result of the acquisition of AFSALA Bancorp, Inc.

     Data processing  increased $204 thousand,  or 20.7%,  from $985 thousand in
1999 to $1.2 million for the nine months ended  September  30, 2000.  During the
first  quarter  of  1999,  at the  time of the  initial  conversion  of the core
application  data  system,  the Bank  received  credits from the new data center
totaling  approximately  $92 thousand to be applied against data processing fees
in the first  quarter of 1999. No such credits were received in the 2000 period.
In addition,  data processing costs have increased due to the increase in volume
of deposit and loan accounts serviced by the Bank.

     Professional  fees increased $90 thousand,  or 31.1%,  to $379 thousand for
the nine months ended  September 30, 2000, from $289 thousand for the comparable
period of the previous  year.  The increased  professional  fees were  primarily
associated  with  certain  tax  planning  strategies  being  implemented  by the
Company.

     Other  non-interest  expenses  increased  $126  thousand,  or 5.4%, to $2.5
million  for the nine  months  ended  September  30,  2000 when  compared to the
previous period. This increase was primarily due to expenses associated with the
promotion and  advertising of time deposit and lending  products  offered during
the first half of 2000.

Income Tax Expense.  Income tax expense decreased by $555 thousand, or 22.2%, to
$1.9 million for the nine months ended  September 30, 2000 from $2.5 million for
the nine months ended  September 30, 1999. The decrease was primarily the result
of the  decrease  in  income  before  taxes,  as well as  certain  tax  planning
strategies implemented by the Company.

                                       23
<PAGE>

ASSET QUALITY

Non-Performing Assets

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

                                    Sept.30,  Dec.31,
                                     2000      1999
                                    ------    ------
                                     (In thousands)
Non-accruing loans:
   One-to four-family (1) .......   $1,270    $1,570
   Commercial real estate .......      108       274
   Consumer .....................      382       434
   Commercial business ..........      394       298
                                    ------    ------
     Total ......................    2,154     2,576
                                    ------    ------
Accruing loans delinquent
   more than 90 days:
   One-to four-family (1) .......      357       372
   Commercial real estate .......       53       685
   Consumer .....................       41        11
                                    ------    ------
     Total ......................      451     1,068
                                    ------    ------
Troubled debt restructured loans:
   One-to four-family (1) .......       83        84
   Commercial real estate .......      462       475
   Commercial business ..........        2         7
                                    ------    ------
     Total ......................      547       566
                                    ------    ------
Total non-performing loans ......    3,152     4,210
                                    ------    ------
Foreclosed assets:
   One-to four-family (1) .......      135       126
   Commercial real estate .......      112       142
   Consumer .....................        7        54
                                    ------    ------
     Total ......................      254       322
                                    ------    ------
Total non-performing assets .....   $3,406    $4,532
                                    ======    ======
Non-performing loans as a
  percentage of total loans .....     0.67%     0.89%
                                    ======    ======
Non-performing assets as a
  percentage of total assets ....     0.48%     0.61%
                                    ======    ======

(1)  Includes home equity loans.

                                       24
<PAGE>
Allowance for Loan Losses

     The allowance for loan losses is  established  through a provision for loan
losses based on management's evaluation of the risks inherent in the Bank's loan
portfolio and changes in the nature and volume of its loan  activity,  including
those  loans  that  are  being  specifically   monitored  by  management.   Such
evaluation,  which includes a review of loans for which full  collectibility may
not be reasonably assured,  considers,  among other matters,  the estimated fair
value of the  underlying  collateral  for collateral  dependent  loans,  the net
present  value of  estimated  future  cash  flows if the loan is not  collateral
dependent,  economic  conditions,  historical  loan loss  experience,  and other
factors  that  warrant  recognition  in  providing  for an  adequate  loan  loss
allowance. The following table sets forth an analysis of the Company's allowance
for loan losses.
                                          For the nine months
                                          ended September 30,
                                           2000         1999
                                          -------     -------
                                             (In thousands)

Balance at beginning of period ........   $ 5,509     $ 4,891

Charge-offs:
     One- to four-family (1) ..........       (14)        (87)
     Consumer .........................      (217)       (104)
     Commercial business ..............       (21)        (49)
                                          -------     -------
        Total charge-offs .............      (252)       (240)

Recoveries:
     One- to four-family (1) ..........         3           4
     Commercial real estate ...........        13         147
     Consumer .........................        44          84
     Commercial business ..............        12          24
                                          -------     -------
        Total recoveries ..............        72         259

Net (charge-offs) recoveries ..........      (180)         19
Provisions charged to operations ......       360         670
                                          -------     -------
Balance at end of period ..............     5,689       5,580
                                          =======     =======

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

Ratio of allowance for loan losses
to non-performing loans (period end) ..    180.49%     138.70%

Ratio of net charge-offs (net recoveries)
during the period to average loans
outstanding during period (annualized)       0.05%     (0.01%)

(1) Includes home equity loans.
                                       25
<PAGE>

Liquidity and Capital Resources

     The Bank is required by OTS  regulations  to  maintain,  for each  calendar
month, a daily average  balance of cash and eligible  liquid  investments of not
less than 4% of the average  daily balance of its net  withdrawable  savings and
borrowings (due in one year or less) during the preceding  calendar month.  This
liquidity  requirement may be changed from time to time by the OTS to any amount
within the range of 4% to 10%. The Bank's average liquidity ratio was 31.78% and
28.36% at September 30, 2000 and December 31, 1999, respectively.

     The  Company's  sources of liquidity  include  cash flows from  operations,
principal  and  interest  payments  on  loans,  mortgage-backed  securities  and
collateralized mortgage obligations,  maturities of securities, deposit inflows,
borrowings  from the FHLB of New York and proceeds  from the sale of  securities
sold under agreements to repurchase.

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

     In addition to deposit  growth,  the Company borrows funds from the FHLB of
New York or may utilize  other types of borrowed  funds to  supplement  its cash
flows.  At  September  30, 2000 and  December  31,  1999,  the Company had $76.6
million and $92.2 million, respectively, in outstanding borrowings from the FHLB
and $72.5 million and $112.7  million,  respectively,  in securities  repurchase
agreements, the vast majority of which are also with the FHLB.

     As of September  30, 2000 and  December  31,  1999,  the Company had $203.4
million and $212.1 million,  respectively, of securities classified as available
for sale. The liquidity of the securities  available for sale portfolio provides
the Company with additional potential cash flows to meet loan growth and deposit
flows.

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

     The Bank is subject to federal  regulations  that  impose  certain  minimum
capital requirements. At September 30, 2000, the Bank's capital exceeded each of
the regulatory  capital  requirements of the OTS. The Bank is "well capitalized"
at September 30, 2000 according to regulatory definition. At September 30, 2000,
the Bank's  tangible and core capital  levels were both $65.7 million  (9.29% of
total adjusted assets) and its total risk-based  capital level was $70.0 million
(20.17% of total  risk-weighted  assets).  The minimum  regulatory capital ratio
requirements of the Bank are 1.5% for tangible  capital,  4.0% for core capital,
and 8.0% for total risk-based capital.

     During the first nine months of 2000, the Company repurchased 84,224 shares
of its common stock in open-market transactions at a total cost of $1.1 million.

                                       26
<PAGE>

Effect of Inflation and Changing Prices

     The Company's  consolidated financial statements and related data presented
herein have been  prepared in  accordance  with  generally  accepted  accounting
principles,  which require the  measurement of financial  position and operating
results  in terms of  historical  dollars,  without  considering  changes in the
relative purchasing power of money over time due to inflation. Unlike industrial
companies,   virtually  all  of  the  assets  and  liabilities  of  a  financial
institution  are  monetary in nature.  As a result,  interest  rates have a more
significant impact on a financial institution's  performance than the effects of
general levels of inflation.  Interest rates do not necessarily move in the same
direction or with the same magnitude as the prices of goods and services.

Recent Accounting Pronouncement

     In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes  accounting and reporting
standards for derivative  instruments,  including certain derivative instruments
embedded in other  contracts,  and for  hedging  activities.  As  amended,  this
Statement is effective for all fiscal  quarters of fiscal years  beginning after
June 15,  2000.  Based on  management's  evaluation  of  Statement  No. 133, the
adoption  of this  statement  will not have a material  impact on the  Company's
consolidated  financial  statements,  as the Company currently does not have any
derivative  instruments,  nor have any derivative  instruments embedded in other
contracts been identified.

                                       27
<PAGE>

Item 3.

     Quantitative And Qualitative Disclosures About Market Risk


     There have been no material  changes in the  Company's  interest  rate risk
position  since December 31, 1999.  Other types of market risk,  such as foreign
exchange rate risk and  commodity  price risk, do not arise in the normal course
of the Company's business activities.

Part II - Other Information

Item 1.  Legal Proceedings

                Not applicable.

Item 2.  Changes in Securities

                Not applicable.

Item 3.  Defaults Upon Senior Securities

                Not applicable.

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

                Not applicable.

Item 5.  Other Information

     On October 6, 2000, the Company  announced that its tender offer to acquire
Cohoes Bancorp, Inc ("Cohoes") would expire as of 12:00 midnight, New York time,
on Friday,  October 6, 2000. The Company instructed the depositary for the offer
to return promptly all shares tendered to date and not previously withdrawn.  In
addition,  on November 3, 2000, the Company  announced that it had withdrawn its
nominees  for  election as  directors  of Cohoes at the 2000  annual  meeting of
Cohoes  shareholders  to be held on November  30,  2000,  and that it intends to
support the  nominations  made by TrustCo  Bank Corp NY  ("Trustco").  In August
2000, the Company  announced that it had submitted  three nominees to Cohoes for
election  at the next  Cohoes  annual  meeting.  Around the same  time,  TrustCo
nominated four  individuals  out of a total of four Board seats open to election
at the 2000  annual  meeting of Cohoes  shareholders.  Ambanc does not intend to
solicit  proxies in favor of  TrustCo's  nominees  or with  respect to any other
proposals at the Cohoes annual meeting.

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

                Filed on July 18, 2000 regarding press release dated July, 17,
                2000 "Ambanc Requests Shareholder List From Cohoes"

                                       28
<PAGE>

                                   SIGNATURES


     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

AMBANC HOLDING CO., INC.



/s/ John M. Lisicki

John M. Lisicki
President and Chief Executive Officer
(Principal Executive Officer)
Date:  November 14, 2000



/s/ James J. Alescio

James J. Alescio
Senior Vice President, CFO and Treasurer
(Principal Financial and Accounting Officer)
Date:  November 14, 2000























                                       29