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



(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT 1934. For the quarterly period ended March 31, 2001
                                         --------------
                                       or

[ ] TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF THE  SECURITIES
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  classes
of common stock, as of the latest practicable date.


           Class                                Outstanding at May 9, 2001
-----------------------------                -----------------------------------
Common Stock, $.01 Par Value                              4,497,468

<PAGE>


AMBANC HOLDING CO., INC. AND SUBSIDIARIES
FORM 10-Q
March 31, 2001



                                      Table of Contents


Part I.   FINANCIAL INFORMATION

Item 1.        Consolidated Interim Financial Statements (unaudited):

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

               Consolidated Statements of Income for the three months
               ended March 31, 2001 and 2000.................................. 4

               Consolidated Statements of Cash Flows for the three
               months ended March 31, 2001 and 2000........................... 5

               Notes to Unaudited Interim Consolidated Financial Statements... 7

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

Item 3.        Quantitative and Qualitative Disclosures About Market Risk.....21

Part II.   OTHER INFORMATION..................................................21

Item 6.    Exhibits and Reports on Form 8-K...................................21

SIGNATURES....................................................................22




<PAGE>
Part I.   Financial Information
Item 1.  Financial Statements
AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Statements of Financial Condition (unaudited)
(dollars in thousands)                                   March 31,  December 31,
                                                           2001        2000
                                                          --------   --------
                                Assets                  (unaudited)
Cash and due from banks ................................ $  14,084  $  15,306
Federal funds sold .....................................    56,100     11,600
Interest-bearing deposits ..............................    10,016     51,591
                                                          --------   --------
     Cash and cash equivalents .........................    80,200     78,497
                                                          --------   --------
Securities available for sale, at fair value ...........   138,335    138,990
Federal Home Loan Bank of New York stock, at cost ......     8,870      8,870
Loans receivable .......................................   463,629    465,703
     Allowance for loan losses .........................    (5,733)    (5,745)
                                                          --------   --------
     Loans receivable, net .............................   457,896    459,958
                                                          --------   --------
Accrued interest receivable ............................     3,698      4,103
Premises and equipment, net ............................     5,248      5,288
Real estate owned and repossessed assets ...............       210        373
Goodwill,net ...........................................     6,725      6,858
Bank-owned life insurance ..............................    10,222        222
Other assets ...........................................     3,050      3,477
                                                          --------   --------
     Total assets ...................................... $ 714,454  $ 706,636
                                                          ========   ========
                 Liabilities and Shareholders' Equity
Liabilities:
   Deposits ............................................ $ 485,712  $ 478,592
   Federal Home Loan Bank short-term borrowings ........        --      5,000
   Federal Home Loan Bank long-term advances ...........    69,852     66,435
   Securities sold under agreements to repurchase ......    72,500     72,500
   Advances from borrowers for taxes and insurance .....     2,456      3,402
   Accrued interest payable ............................     1,029      1,108
   Accrued expenses and other liabilities ..............     4,851      2,477
                                                          --------   --------
     Total liabilities .................................   636,400    629,514
                                                          --------   --------
Shareholders' equity:
   Preferred stock $.01 par value. Authorized 5,000,000
    shares; none issued at March 31, 2001 and
    December 31, 2000 ..................................       --         --
   Common stock $.01 par value. Authorized 15,000,000
    shares; 5,432,245 shares issued at March 31, 2001
    and December 31, 2000 ..............................        54         54
   Additional paid-in capital ..........................    63,609     63,529
   Retained earnings,substantially restricted ..........    30,711     29,994
   Treasury stock, at cost (899,277  shares at March 31,
      2001 and 829,279 shares at December 31, 2000) ....   (14,262)   (13,032)
   Unallocated common stock held by ESOP ...............    (1,801)    (1,909)
   Unearned RRP shares .................................      (144)      (126)
   Accumulated other comprehensive loss ................      (113)    (1,388)
                                                          --------   --------
     Total shareholders' equity ........................    78,054     77,122
                                                          --------   --------
     Total liabilities and shareholders' equity ........ $ 714,454  $ 706,636
                                                          ========   ========
See accompanying notes to unaudited interim consolidated financial statements.
                                       3
<PAGE>

AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Statements of Income (unaudited)
(dollars in thousands, except per share amounts)
                                                       Three months ended
                                                             March 31,
                                                           2001    2000
                                                          ------- -------
Interest and dividend income:
   Loans receivable ..................................... $ 8,709 $ 8,697
   Securities available for sale ........................   2,374   3,667
   Federal funds sold and interest-bearing deposits .....     900      33
   Federal Home Loan Bank stock .........................     163     147
                                                          ------- -------
     Total interest and dividend income .................  12,146  12,544
                                                          ------- -------
Interest expense:
   Deposits .............................................   4,902   4,364
   Borrowings ...........................................   2,234   2,664
                                                          ------- -------
     Total interest expense .............................   7,136   7,028
                                                          ------- -------
     Net interest income ................................   5,010   5,516
Provision for loan losses ...............................     120     120
                                                          ------- -------
     Net interest income after provision
       for loan losses ..................................   4,890   5,396
                                                          ------- -------
Non-interest income:
   Service charges on deposit accounts ..................     319     335
   Net gains on securities transactions .................      25      --
   Gain on curtailment of pension plan ..................   1,020      --
   Other ................................................     195     154
                                                          ------- -------
     Total non-interest income ..........................   1,559     489
                                                          ------- -------
Non-interest expenses:
   Salaries, wages and benefits .........................   1,998   2,102
   Occupancy and equipment ..............................     663     611
   Data processing ......................................     410     387
   Real estate owned and repossessed assets expenses, net       9       3
   Professional fees ....................................     115      90
   Amortization of goodwill .............................     133     133
   Other ................................................     720     852
                                                          ------- -------
     Total non-interest expenses ........................   4,048   4,178
                                                          ------- -------
Income  before taxes ....................................   2,401   1,707
Income tax expense ......................................     985     723
                                                          ------- -------
     Net income ......................................... $ 1,416 $   984
                                                          ======= =======
Basic earnings per share ................................ $  0.33 $  0.21
Diluted earnings per share .............................. $  0.32 $  0.21

See accompanying notes to unaudited interim consolidated financial statements.
                                       4
<PAGE>
AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (unaudited)
(dollars in thousands)                                       Three months
                                                            ended March 31,
                                                            2001       2000
                                                         --------     -------
Increase (decrease) in cash and cash equivalents:
 Cash flows from operating activities:
   Net income ........................................   $  1,416    $    984
   Adjustments to reconcile net income  to net
   cash provided by operating activities:
     Depreciation and amortization of premises
          and equipment ..............................        232         223
     Amortization of goodwill ........................        133         133
     Net amortization of premiums on securities ......         50          73
     Provision for loan losses .......................        120         120
     Provision for losses and writedowns on real
          estate owned and repossessed assets ........         --           3
     Net gains on securities transactions ............        (25)         --
     Net gains on sales of real estate owned
          and repossessed assets .....................         (4)        (12)
     ESOP compensation expense .......................        188         154
     RRP expense .....................................        112         121
     Gain on curtailment of pension plan .............      1,020          --
    (Increase)decrease in accrued interest receivable
          and other assets ...........................       (929)        569
     Decrease in accrued interest
          payable and accrued expenses
          and other liabilities ......................       (250)     (2,305)
                                                         --------     -------
                Net cash provided by
                      operating activities ...........      2,063          63
                                                         --------     -------

 Cash flows from investing activities:
     Proceeds from sales of securities
           available for sale ........................     25,370          --
     Purchases of securities available for sale ......    (32,180)        (77)
     Proceeds from principal paydowns, maturities
           and calls of securities available for sale      12,111       4,022
     Net loans repaid by(made to) customers ..........     11,750      (2,017)
     Purchases of loans ..............................     (9,830)         --
     Purchase of bank-owned life insurance ...........    (10,000)         --
     Purchases of premises and equipment .............       (302)       (232)
     Proceeds from sales of real estate owned and
          repossessed assets .........................        189          83
                                                         --------     -------
               Net cash (used in) provided by
                      investing activities ...........     (2,892)      1,779
                                                         --------     -------

                                                                     (continued)
                                       5
<PAGE>
AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (unaudited) (continued)
(dollars in thousands)                                       Three months
                                                            ended March 31,
                                                            2001       2000
                                                         --------     -------
 Cash flows from financing activities:
    Net increase  in deposits ........................  $   7,120    $ 14,163
    Net decrease in FHLB short-term borrowings .......     (5,000)    (19,900)
    Proceeds from FHLB long-term advances ............      5,000      15,000
    Repayments of FHLB long-term advances ............     (1,583)       (279)
    Repayments of repurchase agreements ..............         --     (25,000)
    Decrease in advances from borrowers
          for taxes and insurance ....................       (946)       (913)
    Purchases of treasury stock ......................     (1,372)       (922)
    Dividends paid ...................................       (687)       (542)
                                                         --------     -------
          Net cash provided by (used in)
            financing activities .....................      2,532     (18,393)
                                                         --------     -------

Net increase(decrease) in cash and
         cash equivalents ............................      1,703     (16,551)
Cash and cash equivalents at beginning of period .....     78,497      29,611
                                                         --------     -------
Cash and cash equivalents at end of period ...........   $ 80,200    $ 13,060
                                                         ========     =======

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

Interest .............................................   $  7,215    $  7,315
                                                         ========     =======

Income taxes .........................................   $    115        --
                                                         ========     =======

Noncash investing and financing activities:
Net transfer of loans to real estate owned
     and repossessed assets ..........................   $     22    $    105
                                                         ========     =======
Adjustment of securities available for sale to
     fair value, net of tax ..........................   $  1,275    $     57
                                                         ========     =======
Net book value of premises and equipment transferred
     to assets held for sale .........................   $    113        --
                                                         ========     =======
Issuance of RRP shares ...............................   $    130    $    171
                                                         ========     =======
Purchases of securities available for sale pending
     settlement and included in other liabilities ....   $  2,545    $   --
                                                         ========     =======

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 month  periods ended March 31, 2001 and 2000, in conformity
with generally accepted  accounting  principles.  These  consolidated  financial
statements  should be read in conjunction  with Ambanc Holding Co., Inc.'s ("the
Company"  herein) 2000 Annual Report on Form 10-K. The results of operations for
the 2001  interim  period  are not  necessarily  indicative  of the  results  of
operations to be expected for the full fiscal year ended December 31, 2001.

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

(3)  Earnings per Share

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

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

                                             Net          Weighted-
                                           Income          Average     Per Share
                                       (in thousands)      Shares       Amount
For the quarter ended March 31, 2001    ------------     ----------    ---------
Basic EPS
Net income                                   $1,416       4,350,543        $0.33
                                             ======                        =====
Effect of dilutive securities:
Stock options                                                85,721
Unvested RRP shares                                          16,167
                                                          ---------
Diluted EPS
Net income                                   $1,416       4,452,431        $0.32
                                             ======       =========        =====
For the quarter ended March 31, 2000
Basic EPS
Net income                                   $  984       4,669,625        $0.21
                                             ======                        =====
Effect of dilutive securities:
Stock options                                                 5,651
Unvested RRP shares                                          16,700
                                                          ---------
Diluted EPS
Net income                                   $  984       4,691,976        $0.21
                                             ======       =========        =====
                                       7
<PAGE>

(4)  Comprehensive Income

Comprehensive  income  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,  net of tax,  represents  the net
unrealized gain or loss on securities available for sale.

     Comprehensive  income for the three-month  periods ended March 31, 2001 and
2000 was $2.7 million and $1.0 million, respectively.


(5)  Derivative Instruments and Hedging Activities

In June 1998, the Financial Accounting Standards Board issued Statement No. 133,
"Accounting   for  Derivative   Instruments  and  Hedging   Activities,"   which
establishes  accounting  and  reporting  standards for  derivative  instruments,
including certain derivative  instruments  embedded in other contracts,  and for
hedging  activities.  The Company  adopted  Statement  No.  133, as amended,  on
January 1, 2001. As of January 1, 2001,  and during the three months ended March
31, 2001,  the Company did not have any  derivative  instruments  or  derivative
instruments  embedded in other contracts.  Therefore,  the adoption of Statement
No. 133 did not have a material impact on the Company's  consolidated  financial
statements.




ITEM 2.

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


General

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


Mohawk  Community  Bank's  (the  Bank's)  results of  operations  are  primarily
dependent  on its net  interest  income,  which is the  difference  between  the
interest  and  dividend  income  earned  on  its  assets,  primarily  loans  and
securities, and the interest expense on its liabilities,  primarily deposits and
borrowings.  Net  interest  income  may be  affected  significantly  by  general
economic  and  competitive  conditions  and  policies  of  regulatory  agencies,
particularly  those  with  respect  to market  interest  rates.  The  results of
operations  are also  significantly  influenced  by the  level  of  non-interest
expenses,  such as employee salaries and benefits,  non-interest income, such as
fees on  deposit-related  services,  the provision  for loan losses,  and income
taxes.
                                       8
<PAGE>


The  Company  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  the  origination  of   commercial-type   loans,   including   entering  into
participation  agreements with other financial institutions.  At March 31, 2001,
the Company's loans receivable, net, to assets ratio was 64.1%, as compared with
65.1% at December  31, 2000.  The  Company's  portfolio  of one- to  four-family
residential mortgage and home equity loans was 81.1% of total loans at March 31,
2001. Total  commercial-type  loans were 14.2% of total loans at March 31, 2001,
up from 11.8% at December 31, 2000.



Forward-Looking Statements

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

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 March 31, 2001 and December 31, 2000. Total
assets  increased by $7.8 million,  or 1.1%, to $714.5 million at March 31, 2001
from $706.6 million at December 31, 2000, primarily due to increases in cash and
cash  equivalents  and  bank-owned  life  insurance  of $1.7  million  and $10.0
million, respectively, partially offset by decreases in securities available for
sale and loans receivable, net of $655 thousand and $2.1 million, respectively.

                                       9
<PAGE>

Cash and cash equivalents  increased by $1.7 million,  or 2.2%, to $80.2 million
at March 31, 2001 from $78.5  million at December  31, 2000.  This  increase was
primarily  due to an increase in federal  funds sold of $44.5 million from $11.6
million at December 31, 2000 to $56.1 million at March 31, 2001. Offsetting this
increase were decreases in interest-bearing deposits and cash and due from banks
from $51.6  million and $15.3  million,  respectively,  at December 31, 2000, to
$10.0 million and $14.1  million,  respectively,  at March 31, 2001. The Company
anticipates   redeploying   the  funds   invested  in  federal  funds  sold  and
interest-bearing deposits into the loan portfolio as market conditions permit.

Securities available for sale decreased $655 thousand to $138.3 million at March
31, 2001 from $139.0 million at December 31, 2000. Sales,  maturities,  paydowns
and calls of securities  totaling $37.5 million were almost completely offset by
purchases of $34.7 million.  In addition,  the net unrealized loss on securities
available for sale  decreased  $2.1 million due to decreases in market  interest
rates during the quarter.

Loans receivable, net decreased $2.1 million from $460.0 million at December 31,
2000, to $457.9  million at March 31, 2001.  During the second half of 2000, the
Company  entered  into  commercial  real  estate and  commercial  business  loan
participations with an unrelated financial  institution in its market area. This
strategy is consistent with  management's  focus on the growth of the commercial
loan  portfolio.  During the first quarter of 2001,  the Company  purchased $9.8
million of commercial real estate and commercial  business loan  participations.
This  increase was more than offset by decreases in most other loan  categories,
primarily  one-to-four  family  mortgage loans (down $6.5 million),  home equity
loans (down $893 thousand), and consumer loans (down $677 thousand).

Bank-owned life insurance  increased $10.0 million due to the Company's purchase
of additional bank-owned life insurance during the quarter.

Other assets  decreased  $427 thousand,  or 12.3%,  to $3.1 million at March 31,
2001 due primarily to the deferred tax consequences related to the adjustment of
securities available for sale to fair value.

Deposits increased by $7.1 million, or 1.5%, to $485.7 million at March 31, 2001
from  $478.6  million at  December  31,  2000.  The growth for the  quarter  was
primarily in time deposits,  which increased $5.6 million from $248.9 million to
$254.4 million; NOW accounts, which increased $1.2 million from $46.3 million to
$47.5 million; and  non-interest-bearing  demand deposits,  which increased $2.1
million from $38.6 million to $40.7  million.  These  increases  were  partially
offset by  decreases  in savings  accounts,  which  decreased  $1.5 million from
$121.4 million to $119.9  million,  and money market  accounts,  which decreased
$271 thousand from $23.4 million to $23.1 million.

Short-term borrowings from the Federal Home Loan Bank ("FHLB") decreased by $5.0
million,  to $0 at March 31, 2001.  This funding  reduction  was replaced with a
$5.0 million long-term advance from the FHLB.  Long-term  advances from the FHLB
increased  $3.4 million,  or 5.1%, to $69.9 million at March 31, 2001 from $66.4
million at December 31, 2000. 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>

Accrued expenses and other liabilities increased $2.4 million, or 95.8%, to $4.9
million at March 31, 2001,  due primarily to securities  purchased  from brokers
pending settlement.

Shareholders'  equity  increased $932 thousand,  or 1.2%,  from $77.1 million at
December  31,  2000 to $78.1  million at March 31,  2001,  primarily  due to net
income of $1.4 million and the decrease in net  unrealized  losses on securities
available for sale,  net of tax, of $1.3 million,  partially  offset by treasury
stock purchases  totaling $1.4 million and the payment of cash dividends of $687
thousand for the quarter. Other items impacting  shareholders' equity during the
first quarter of 2001 were the release of ESOP shares,  as well as the continued
amortization of unearned RRP shares.


Consolidated Average Balances, Interest Rates & Yields

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









                                       11
<PAGE>

<TABLE>
<CAPTION>
                                                                      Three months ended March 31,
                                                              2001                                  2000
                                          ------------------------------------  ------------------------------------ -
                                                Average     Interest    Yield/        Average     Interest    Yield/
                                                Balance     Inc./Exp.    Rate         Balance     Inc./Exp.    Rate
<S>                                             <C>           <C>        <C>          <C>           <C>        <C>
Earning assets                                                        (Dollars in thousands)
  Loans receivable(1)                           $466,636      $8,709     7.57%        $471,035      $8,697     7.43%
  Securities available for sale (AFS)(2)         141,544       2,374     6.80%         220,860       3,667     6.68%
  Federal Home Loan Bank stock                     8,870         163     7.45%           8,748         147     6.76%
  Federal funds sold and interest-bearing
     deposits                                     62,423         900     5.85%           2,566          33     5.17%
                                          --------------   ---------  --------  --------------   ---------  --------
      Total earning assets                       679,473      12,146     7.25%         703,209      12,544     7.17%
                                          --------------   ---------  --------  --------------   ---------  --------
Allowance for loan losses                         (5,777)                               (5,530)
Unrealized gain(loss) on AFS securities           (1,618)                              (10,537)
Other assets                                      31,453                                36,129
                                          ---------------                       ---------------
Total average assets                            $703,531                              $723,271
                                          ===============                       ===============

Interest-bearing liabilities
  Savings deposits                               122,332         786     2.61%         128,524         878     2.75%
  NOW  deposits                                   46,566         222     1.93%          35,962         110     1.23%
  Certificates of deposit                        249,535       3,670     5.96%         231,923       3,103     5.38%
  Money market accounts                           22,892         224     3.97%          28,617         273     3.84%
  Borrowed funds                                 144,288       2,234     6.28%         181,999       2,664     5.89%
                                          --------------   ---------  --------  --------------   ---------  --------
      Total interest-bearing liabilities         585,613       7,136     4.94%         607,025       7,028     4.66%
                                          --------------   ---------  --------  --------------   ---------  --------
Demand deposits                                   35,906                                35,358
Other liabilities                                  4,957                                 5,221
                                          ---------------                       ---------------
Total liabilities                                626,476                               647,604
                                          ---------------                       ---------------
Stockholders' equity                              77,055                                75,667
                                          ---------------                       ---------------
Total average liabilities & equity              $703,531                              $723,271
                                          ===============                       ===============

    Net interest income                                       $5,010                                $5,516

    Interest rate spread                                                 2.31%                                 2.51%

    Net earning assets                          $ 93,860                              $ 96,184

    Net interest margin                                                  2.99%                                 3.15%
    Average  earning  assets/
     Average  interest-bearing  liabilities       116.03%                               115.85%

 (1)  Calculated  net of deferred loan fees and costs, loan discounts and loans in process.
 (2)  Securities available for sale exclude securities pending settlement.
</TABLE>
                                       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 March 31,
                                                           2001 vs. 2000
                                                -------------------------------
                                                       Increase
                                                      (Decrease)
                                                        Due to           Total
                                                ---------------------  Increase
                                                  Volume       Rate   (Decrease)
                                                ---------    --------  --------
Earning assets                                         (Dollars in thousands)
  Loans receivable ..........................    $  (105)   $    117    $    12
  Securities available for sale .............     (1,360)         67     (1,293)
  Federal Home Loan Bank stock ..............          3          13         16
  Federal funds sold and interest-bearing
    deposits.................................        862           5        867
                                                ---------    --------  --------
      Total earning assets ..................       (600)        202       (398)
                                                ---------    --------  --------
Interest-bearing liabilities
  Savings deposits ..........................        (44)        (48)       (92)
  NOW  deposits .............................         38          74        112
  Certificates of deposit ...................        234         333        567
  Money market accounts .....................        (58)          9        (49)
  Borrowed funds ............................       (592)        162       (430)
                                                ---------    --------  --------
      Total interest-bearing liabilities ....       (422)        530        108
                                                ---------    --------  --------
    Net interest income .....................    $  (178)     $ (328)    $ (506)
                                                =========    ========  ========



                                       13
<PAGE>

Comparison  of  Operating  Results for the Three Months Ended March 31, 2001 and
2000.

Net Income.  Net income  increased  by $432  thousand,  or 43.9%,  for the three
months  ended March 31, 2001 to $1.4  million  from $984  thousand for the three
months  ended March 31,  2000.  Diluted EPS was $0.32 for the three months ended
March 31, 2001,  up from $0.21 for the three  months  ended March 31, 2000.  Net
income for the three months ended March 31, 2001 was significantly impacted by a
$1.0 million ($634 thousand after-tax)  curtailment gain related to the freezing
of benefit accruals and  participation in the Company's  defined benefit pension
plan.  Excluding  this  curtailment  gain, net income for the three months ended
March 31, 2001 would have been $782 thousand, or diluted EPS of $0.18 per share.

Net Interest Income.  Net interest income  decreased $506 thousand,  or 9.4%, to
$5.0 million for the three months ended March 31, 2001 from $5.5 million for the
three  months ended March 31,  2000.  The  decrease in net  interest  income was
primarily due to a decrease in the interest rate spread from 2.51% for the three
months  ended March 31, 2000 to 2.31% for the three months ended March 31, 2001,
as well as a decrease in the net interest margin from 3.15% to 2.99%.

Earning  assets  consist of loans  receivable,  securities  available  for sale,
federal funds sold and  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 2.31% for the three  months  ended March 31,  2001,  from 2.51% for the three
months ended March 31, 2000.  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 average
yield on earning  assets  increased  from 7.17% for the three months ended March
31, 2000 to 7.25% for the three months ended March 31, 2001.  This  increase was
more than  offset by  increases  in the  average  rate paid on  certificates  of
deposit and  borrowings of 58 basis points,  to 5.96%,  and 39 basis points,  to
6.28%,  respectively.  Thus,  the average cost of  interest-bearing  liabilities
increased  to 4.94% for the three months ended March 31, 2001 from 4.66% for the
previous period.

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.

                                       14
<PAGE>

Interest and Dividend  Income.  Interest and dividend  income  decreased by $398
thousand,  or 3.2%,  to $12.1  million for the three months ended March 31, 2001
from $12.5  million for the three months ended March 31, 2000.  The decrease was
largely the result of the decrease in the average balance of earning assets from
$703.2  million for the three months ended March 31, 2000 to $679.5  million for
the three months ended March 31,  2001.  Offsetting  the decrease in the average
balance of earning  assets was an 8 basis point increase in the average yield on
total earning  assets.  The yield on the average  balance of earning  assets was
7.25%  and  7.17%  for  the  three   months  ended  March  31,  2001  and  2000,
respectively.

Interest and fees on loans  increased $12 thousand to $8.7 million for the three
months  ended March 31,  2001.  This  increase  was  primarily  the result of an
increase in the average yield on net loans  receivable  from 7.43% for the three
months  ended March 31, 2000 to 7.57% for the three months ended March 31, 2001,
offset almost entirely by a decrease in the average balance of loans  receivable
of $4.4 million.

Interest and dividend  income on securities  available for sale  decreased  $1.3
million,  or 35.3%,  to $2.4  million for the three  months ended March 31, 2001
from $3.7 million for the previous period. This decrease is primarily the result
of a decrease in the average  balance of securities  available for sale of $79.3
million, or 35.9%.

Interest income on federal funds sold and  interest-bearing  deposits  increased
$867  thousand to $900  thousand  for the three months ended March 31, 2001 from
$33 thousand for the previous quarter primarily due to a increase in the average
balance of federal funds sold and  interest-bearing  deposits of $59.9  million,
coupled with a 68 basis point increase in the average yield.

Interest Expense. Total interest expense increased by $108 thousand, or 1.5%, to
$7.1 million for the three months ended March 31, 2001 from $7.0 million for the
three months ended March 31, 2000.  Total average  interest-bearing  liabilities
decreased by $21.4 million,  or 3.5%, to $585.6 million for the first quarter of
2001  compared  to  $607.0  million  for the same  period of the  previous  year
primarily due to the pay down of borrowed funds, partially offset by an increase
in average  interest-bearing  deposits.  The average  balance of borrowed  funds
decreased  $37.7  million,  or 20.7%,  from $182.0  million for the three months
ended March 31,  2000 to $144.3  million  for the three  months  ended March 31,
2001.  During  the same  periods,  the  average  rate  paid on  interest-bearing
liabilities increased by 28 basis points to 4.94% from 4.66%.

Total  interest  expense for the three  months  ended  March 31, 2001  increased
primarily due to an increase of 58 basis points,  to 5.96%,  in the average rate
paid on  certificates  of deposit  during the period.  In addition,  the average
balance on these  deposit  accounts  increased  to $249.5  million for the three
months  ended March 31,  2001,  from $231.9  million  for the  previous  period.
Likewise,  interest  expense  relative to NOW accounts  increased as a result of
increases in the average  rate paid on NOW accounts  coupled with an increase in
the average  balance of $10.6  million,  or 29.5%.  The average rate paid on NOW
accounts increased from 1.23% for the three months ended March 31, 2000 to 1.93%
for the three months ended March 31, 2001.


                                       15
<PAGE>

Provision for Loan Losses. The Company's provision for loan losses is based upon
management's  analysis of the adequacy of the  allowance  for loan  losses.  The
allowance is increased by a charge to the provision for loan losses,  the amount
of which  depends  upon an analysis of the changing  risks  inherent in the loan
portfolio.  Management  determines the adequacy of the allowance for loan losses
based upon its analysis of risk  factors in the loan  portfolio.  This  analysis
includes evaluation of credit risk, historical loss experience, current economic
conditions,  estimated fair value of underlying collateral,  delinquencies,  and
other  factors.  The  provision for loan losses for the three months ended March
31,  2001  and  2000  was  $120   thousand,   reflecting   the   consistency  of
non-performing  loans  and  net  charge-offs,  as well  as the  increase  in the
percentage of commercial-type  loans in the  portfolio.  The Company's  ratio of
non-performing  loans to total  loans was 0.72% and 0.70% at March 31,  2001 and
December 31, 2000, respectively.

Non-Interest  Income.  Total non-interest  income increased by $1.1 million,  or
218.8%,  to $1.6  million  for the three  months  ended March 31, 2001 from $489
thousand  for the three months  ended March 31,  2000.  Significantly  impacting
non-interest  income for the quarter  ended  March 31,  2001 was a $1.0  million
curtailment gain related to the freezing of benefit  accruals and  participation
in the Company's  defined benefit pension plan.  Excluding this curtailment gain
and $25 thousand of net gains on  securities  transactions,  total  non-interest
income was up slightly from the comparable period of the previous year.

Non-Interest  Expenses.  Non-interest expenses decreased $130 thousand, or 3.1%,
to $4.0  million for the three months ended March 31, 2001 from $4.2 million for
the  three  months  ended  March  31,  2000  primarily  due to  decreased  costs
associated  with  salaries,  wages and benefits and  promotion  and  advertising
expense.  Also impacting  non-interest expenses during the first quarter of 2001
was the  acceleration  of  lease  expense  and  the  amortization  of  leasehold
improvements due to the announced closing of a branch,  which will take place in
June 2001. These and other changes are discussed in more detail below.

Salaries,  wages and benefits expense  decreased by $104 thousand,  or 4.9%, for
the first  quarter of 2001 due  primarily to the  recognition  of a net periodic
pension  credit of $64 thousand in the first  quarter of 2001  compared to a net
periodic pension expense of  approximately  $34 thousand  recognized  during the
first  quarter of 2000.  This  reduction  is related to the  curtailment  of the
Company's pension plan noted above,  which reduced the service cost component of
net periodic pension cost/credit.  However, during the first quarter of 2001 the
Company  recognized  $37 thousand in expense  related to matching  contributions
under the Company's 401(k) plan. No matching  contributions were made during the
first quarter of 2000. Also contributing to the decrease in salaries,  wages and
benefits was the  elimination  of temporary  outside  services  relative to work
performed  during the second half of 1999 and through the first quarter of 2000.
Management believes that salaries,  wages and benefits expenses may fluctuate in
future  periods as costs  related to the  Company's  ESOP are  dependent  on the
Company's  average  stock price.  The expense  related to the ESOP for the first
quarter of 2001 was $34 thousand higher than the comparable  quarter in 2000 due
to the increased stock price in 2001 relative to 2000.

Occupancy  and equipment  increased $52 thousand,  or 8.5%, to $663 thousand for
the three months ended March 31, 2001,  from $611 thousand in 2000 primarily due
to  the  acceleration  of  lease  expense  and  the  amortization  of  leasehold
improvements  during the first quarter of 2001, on a branch office  scheduled to
close June 2001.


                                       16
<PAGE>

Data processing increased $23 thousand,  or 5.9%, from $387 thousand in the 2000
period to $410  thousand for the three months ended March 31, 2001 due primarily
to the increase in volume of deposit and loan accounts serviced by the Company.

Professional  fees  increased $25 thousand,  or 27.8%,  to $115 thousand for the
three months ended March 31, 2001,  from $90 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 decreased $132 thousand, or 15.5%, to $720 thousand
for the three months ended March 31, 2001 when compared to the previous  period.
This decrease was primarily  due to expenses  associated  with the promotion and
advertising  of certain time deposit  products  offered during the quarter ended
March 31, 2000. No such special  promotion and advertising was conducted  during
the first quarter of 2001.

Income Tax Expense.  Income tax expense increased by $262 thousand, or 36.2%, to
$985  thousand for the three months ended March 31, 2001 from $723  thousand for
the three months ended March 31, 2000.  The increase was primarily the result of
the increase in income before taxes,  partially  offset by the impact of certain
tax  planning  strategies  implemented  by the Company in the second  quarter of
2000.


                                       17
<PAGE>

ASSET QUALITY

Non-Performing Assets

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

                                    March 31,  December 31,
                                      2001         2000
                                      ------      ------
                                        (In thousands)
Non-accruing loans:
   One-to four-family (1)........     $1,680      $1,471
   Commercial real estate .......       --            44
   Consumer .....................        493         418
   Commercial business ..........        439         515
                                      ------      ------
     Total ......................      2,612       2,448
                                      ------      ------

Accruing loans delinquent
   more than 90 days:
   One-to four-family (1)........        167         247
   Consumer .....................          6          10
                                      ------      ------
     Total ......................        173         257
                                      ------      ------

Troubled debt restructured loans:
   One-to four-family (1)........         82          82
   Commercial real estate .......        453         458
   Commercial business ..........       --             1
                                      ------      ------
     Total ......................        535         541
                                      ------      ------
Total non-performing loans ......      3,320       3,246
                                      ------      ------

Foreclosed and repossessed assets:
   One-to four-family (1)........        176         232
   Commercial real estate .......       --           112
   Consumer .....................         34          29
                                      ------      ------
     Total ......................        210         373
                                      ------      ------

Total non-performing assets .....     $3,530      $3,619
                                      ======      ======

Non-performing loans as a
  percentage of total loans .....       0.72%       0.70%
                                      ======      ======
Non-performing assets as a
  percentage of total assets ....       0.49%       0.51%
                                      ======      ======

(1)  Includes home equity loans.


                                       18
<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 loan
portfolio and changes in the nature and volume of loan activity, including those
loans that are being  specifically  monitored by  management.  Such  evaluation,
which  includes  a review  of loans  for which  full  collectibility  may not be
reasonably assured,  considers, among other matters, the estimated fair value of
the underlying  collateral for collateral dependent loans, the net present value
of estimated future cash flows if the loan is not collateral dependent, economic
conditions,  historical  loan loss  experience,  and other  factors that warrant
recognition  in providing  for an adequate  loan loss  allowance.  The following
table sets forth an analysis of the Company's allowance for loan losses.

                                             For the three months
                                                ended March 31,
                                              2001          2000
                                            -------       -------
                                                 (In thousands)

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

Charge-offs:
     One- to four-family (1)...........        --              (1)
     Consumer .........................         (38)         (132)
     Commercial business ..............         (98)         --
                                            -------       -------
        Total charge-offs .............        (136)         (133)
                                            -------       -------
Recoveries:
     One- to four-family (1)...........           1          --
     Consumer .........................           3             6
     Commercial business ..............        --               4
                                            -------       -------
        Total recoveries ..............           4            10
                                            -------       -------
Net charge-offs .......................        (132)         (123)
Provisions charged to operations ......         120           120
                                            -------       -------
Balance at end of period ..............       5,733         5,506
                                            =======       =======

Ratio of allowance for loan
losses to total loans (period end) ....        1.24%         1.16%

Ratio of allowance for loan losses
to non-performing loans (at period end)      172.68%       171.42%

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

(1) Includes home equity loans.

                                       19
<PAGE>

Liquidity and Capital Resources

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

While  maturities and scheduled  amortization  of loans and  securities  are, in
general, a predictable  source of funds,  deposit flows and prepayments on loans
and  securities  are greatly  influenced  by general  interest  rates,  economic
conditions and  competition.  In addition,  the Company  invests excess funds in
overnight  and  short-term  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 March 31, 2001 and December 31, 2000, the Company had $69.9 million and $71.4
million, respectively, in outstanding borrowings from the FHLB and $72.5 million
in securities  repurchase agreements (at both dates), the vast majority of which
are also with the FHLB.

As of March 31, 2001 and December 31, 2000,  the Company had $138.3  million and
$139.0 million,  respectively,  of securities  classified as available for sale.
The  liquidity  of the  securities  available  for sale  portfolio  provides the
Company  with  additional  potential  cash flows to meet loan growth and deposit
flows.

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

The Bank is subject to federal  regulations  that impose certain minimum capital
requirements.  At March  31,  2001,  the  Bank's  capital  exceeded  each of the
regulatory  capital  requirements of the OTS. The Bank was "well capitalized" at
March 31, 2001 according to regulatory definition. At March 31, 2001, the Bank's
tangible  and core  capital  levels  were  both  $63.3  million  (9.00% of total
adjusted  assets)  and its total  risk-based  capital  level  was $67.9  million
(18.74% 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 three months of 2001, the Company  repurchased 78,033 shares of
its common stock in open-market transactions at a total cost of $1.4 million.


                                       20
<PAGE>


Item 3.


     Quantitative And Qualitative Disclosures About Market Risk


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




Part II - Other Information

Item 6.  Exhibits and Reports on Form 8-K

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

                None.

      (b)   Reports on Form 8-K

                None.

                                       21
<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:  May 11, 2001




/S/ James J. Alescio
James J. Alescio
Senior Vice President, CFO and Treasurer
(Principal Financial and Accounting Officer)
Date:  May 11, 2001























                                       22