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, 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 May 12, 2000
-----------------------------                -----------------------------------
Common Stock, $.01 Par Value                             4,893,648

<PAGE>


AMBANC HOLDING CO., INC. AND SUBSIDIARIES
FORM 10-Q
March 31, 1999



                                      Table of Contents


Part I.   FINANCIAL INFORMATION

Item 1.        Consolidated Interim Financial Statements (unaudited):

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

               Consolidated Interim Statements of Income for the three months
               ended March 31, 2000 and 1999.................................. 4

               Consolidated Interim Statements of Cash Flows for the three
               months ended March 31, 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.......................................8

Item 3.        Quantitative and Qualitative Disclosures About Market Risk.....20

Part II.   OTHER INFORMATION..................................................20

Item 6.    Exhibits and Reports on Form 8-K...................................20

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


                                       3

<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)         March 31,  December 31,
                                                           2000         1999
                                Assets                  ----------   ----------
Cash and due from banks ...............................  $  11,488    $  26,380
Interest-bearing deposits .............................      1,572        3,231
                                                        ----------   ----------
     Cash and cash equivalents ........................     13,060       29,611
Securities available for sale, at fair value ..........    208,221      212,145
Federal Home Loan Bank of New York stock, at cost .....      8,748        8,748
Loans receivable ......................................    472,775      470,986
     Allowance for loan losses ........................     (5,506)      (5,509)
                                                        ----------   ----------
     Loans receivable, net ............................    467,269      465,477
Accrued interest receivable ...........................      4,491        4,411
Premises and equipment, net ...........................      5,602        5,593
Real estate owned and repossessed assets ..............        353          322
Goodwill ..............................................      7,257        7,390
Other assets ..........................................      6,289        6,975
                                                        ----------   ----------
     Total assets .....................................  $ 721,290    $ 740,672
                                                        ==========   ==========
                 Liabilities and Shareholders' Equity
Liabilities:
   Deposits ...........................................  $ 464,297    $ 450,134
   Federal Home Loan Bank short-term borrowings .......     51,300       71,200
   Federal Home Loan Bank long-term advances ..........     35,686       20,965
   Securities sold under agreements to repurchase .....     87,740      112,740
   Advances from borrowers for taxes and insurance ....      2,728        3,641
   Accrued interest payable ...........................      1,221        1,508
   Accrued expenses and other liabilities .............      2,873        4,891
                                                        ----------   ----------
     Total liabilities ................................    645,845      665,079
                                                        ----------   ----------
Shareholders' equity:
   Preferred stock $.01 par value. Authorized 5,000,000
    shares; none issued at March 31, 2000 and
    December 31, 1999 .................................       --           --
   Common stock $.01 par value. Authorized 15,000,000
    shares; 5,432,245 issued at March 31, 2000
    and December 31, 1999 .............................         54           54
   Additional paid-in capital .........................     63,355       63,314
   Retained earnings,substantially restricted .........     29,317       28,879
   Treasury stock, at cost (522,773 shares at March 31,
      2000 and 465,155 shares at December 31, 1999) ...     (8,237)      (7,486)
   Unallocated common stock held by ESOP ..............     (2,240)      (2,353)
   Unearned RRP shares ................................       (489)        (443)
   Accumulated other comprehensive loss ...............     (6,315)      (6,372)
                                                        ----------   ----------
     Total shareholders' equity .......................     75,445       75,593
                                                        ----------   ----------
     Total liabilities and shareholders' equity .......  $ 721,290    $ 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)
                                                              Three Months
                                                             Ended March 31,
                                                              2000     1999
Interest and dividend income:                               -------   -------
   Loans receivable .....................................   $ 8,697   $ 7,781
   Securities available for sale ........................     3,667     3,792
   Federal funds sold and interest-bearing deposits .....        33       272
   Federal Home Loan Bank stock .........................       147       119
                                                            -------   -------
     Total interest and dividend income .................    12,544    11,964
                                                            -------   -------
Interest expense:
   Deposits .............................................     4,364     4,212
   Borrowings ...........................................     2,664     2,359
                                                            -------   -------
     Total interest expense .............................     7,028     6,571
                                                            -------   -------
     Net interest income ................................     5,516     5,393
Provision for loan losses ...............................       120       255
                                                            -------   -------
     Net interest income after provision for loan losses      5,396     5,138
                                                            -------   -------
Non-interest income:
   Service charges on deposit accounts ..................       335       333
   Other ................................................       154        91
                                                            -------   -------
     Total non-interest income ..........................       489       424
                                                            -------   -------
Non-interest expenses:
   Salaries, wages and benefits .........................     2,102     1,838
   Occupancy and equipment ..............................       598       629
   Data processing ......................................       387       235
   Real estate owned and repossessed assets expenses, net         3        26
   Professional fees ....................................        90        88
   Amortization of goodwill .............................       133       133
   Other ................................................       865       797
                                                            -------   -------
     Total non-interest expenses ........................     4,178     3,746
                                                            -------   -------
Income  before taxes ....................................     1,707     1,816
Income tax expense ......................................       723       781
                                                            -------   -------
     Net income .........................................   $   984   $ 1,035
                                                            =======   =======
Basic earnings per share                                    $  0.21   $  0.21
                                                            =======   =======
Diluted earnings per share                                  $  0.21   $  0.20
                                                            =======   =======
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)                                       Three months
                                                            ended March 31,
                                                            2000       1999
                                                         --------     -------
Increase (decrease) in cash and cash equivalents:
 Cash flows from operating activities:
   Net income ........................................   $    984    $  1,035
   Adjustments to reconcile net income  to net
   cash provided by operating activities:
     Depreciation and amortization of premises
          and equipment ..............................        223         238
     Amortization of goodwill ........................        133         133
     Net amortization of premium on securities .......         73         301
     Provision for loan losses .......................        120         255
     Provision for losses and writedowns on real
          estate owned and repossessed assets ........          3           1
     Net (gains) losses on sales of real estate owned
          and repossessed assets .....................        (12)          1
     ESOP compensation expense .......................        154         188
     RRP expense .....................................        121          79
     Decrease (increase) in accrued interest
          receivable and other assets ................        569         (98)
     (Decrease) increase in accrued interest
          payable, accrued expenses and
          and other liabilities ......................     (2,305)      2,334
                                                         --------     -------
                Net cash provided by
                      operating activities ...........         63       4,467

 Cash flows from investing activities:
     Proceeds from sales and redemptions of
          securities available for sale ..............         --       7,000
     Purchases of securities available for sale ......        (77)    (43,140)
     Proceeds from principal paydowns and
           maturities of securities available for sale      4,022      24,751
     Net (increase) decrease  in loans made
           to customers ..............................     (2,017)        673
     Purchases of premises and equipment .............       (232)       (281)
     Proceeds from sales of real estate owned and
          repossessed assets .........................         83         125
                                                         --------     -------
               Net cash provided by (used in)
                      investing activities ...........      1,779     (10,872)

                                                                     (continued)
                                       5
<PAGE>
AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Interim Statements of Cash Flows (unaudited) (continued)
(dollars in thousands)                                       Three months
                                                            ended March 31,
                                                            2000       1999
                                                         --------     -------
 Cash flows from financing activities:
    Net increase (decrease) in deposits ..............  $  14,163    $ (2,785)
    Net decrease in FHLB short-term borrowings .......    (19,900)       --
    Proceeds from FHLB long-term advances ............     15,000        --
    Repayments of FHLB long-term advances ............       (279)       (111)
    Repayments of repurchase agreements ..............    (25,000)       --
    Decrease in advances from borrowers
          for taxes and insurance ....................       (913)       (504)
    Purchase of treasury stock .......................       (922)     (1,557)
    Excercises of stock options ......................         --          34
    Dividends paid ...................................       (542)       (374)
                                                         --------     -------
          Net cash used in financing activities ......    (18,393)     (5,297)

Net decrease in cash and cash equivalents ............    (16,551)    (11,702)
Cash and cash equivalents at beginning of period .....     29,611      42,815
                                                         --------     -------
Cash and cash equivalents at end of period ...........   $ 13,060    $ 31,113
                                                         ========     =======

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

Interest .............................................   $  7,315    $  6,621
                                                         ========     =======

Income taxes .........................................       --          --
                                                         ========     =======

Noncash investing and financing activities:
Net transfer of loans to real estate owned
     and repossessed assets ..........................   $    105    $     50
                                                         ========     =======

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, 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  period  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 quarter ended March 31, 2000    ------------     ----------    ---------
Basic EPS
Net income available to common shareholders  $  984       4,669,625        $0.21
                                             ======                        =====
Effect of dilutive securities:
Stock options                                                 5,651
Unvested RRP shares                                          16,700
                                                          ---------
Diluted EPS
Net income available to common shareholders
  plus assumed conversions                   $  984       4,691,976        $0.21
                                             ======       =========        =====
For the quarter ended March 31, 1999
Basic EPS
Net income available to common shareholders  $1,035       5,009,031        $0.21
                                             ======                        =====
Effect of dilutive securities:
Stock options                                                31,603
Unvested RRP shares                                          20,201
                                                          ---------
Diluted EPS
Net income available to common shareholders
  plus assumed conversions                   $1,035       5,060,835        $0.20
                                             ======       =========        =====
                                       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, 2000 and
1999 was $1.0 million and $514,000, respectively.






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.

                                       8
<PAGE>

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. At March 31, 2000, the Bank's loans receivable, net, to
assets ratio was 64.8%, up from 62.8% at December 31, 1999. The Bank's portfolio
of one- to four-family  residential  mortgage and home equity loans was 85.2% of
total loans at March 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, 2000 and December 31, 1999. Total
assets decreased by $19.4 million,  or 2.6%, to $721.3 million at March 31, 2000
from $740.7 million at December 31, 1999, primarily due to decreases in cash and
cash  equivalents  and  securities  available for sale of $16.6 million and $3.9
million, respectively,  partially offset by an increase in loans receivable, net
of $1.8 million.

Cash and cash equivalents decreased by $16.6 million, or 55.9%, to $13.1 million
at March 31, 2000 from $29.6  million at December  31, 1999.  This  decrease was
primarily  due to a  decrease  in cash and due from banks of $14.9  million,  or
56.5%,  from $26.4  million at December  31, 1999 to $11.5  million at March 31,
2000, in addition to a decrease in  interest-bearing  deposits from $3.2 million
at December 31, 1999 to $1.6 million at March 31, 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. However, early in the first quarter of 2000, vault cash returned to

                                       9
<PAGE>
more normal levels.  Securities  available for sale  decreased $3.9 million,  or
1.8%,  to $208.2  million at March 31, 2000 from $212.1  million at December 31,
1999  resulting  primarily  from the  maturities and calls of securities and the
reinvestment  of the  proceeds  in the loan  portfolio.  Loans  receivable,  net
increased  $1.8  million from $465.5  million at December  31,  1999,  to $467.3
million  at  March  31,  2000  due  to  increased  loan  activity  primarily  in
residential mortgage and commercial loans.

Deposits  increased by $14.2  million,  or 3.1%, to $464.3  million at March 31,
2000 from $450.1 million at December 31, 1999 primarily due to various marketing
promotions  offered  during  the  quarter.   Securities   repurchase  agreements
decreased  $25.0  million,  or 22.2%,  to $87.7  million at March 31,  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 $19.9 million, or
27.9%,  to $51.3  million  at March 31,  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 $14.7 million, or
70.2%,  to $35.7  million at March 31, 2000 from $21.0  million at December  31,
1999. Accrued expenses and other liabilities  decreased $2.0 million,  or 41.3%,
to $2.9 million at March 31, 2000,  primarily  due to a change in  processing of
teller drafts and money orders.

Shareholders'  equity  decreased $148 thousand,  or 0.2%,  from $75.6 million at
December  31, 1999 to $75.4  million at March 31,  2000,  due  primarily  to the
repurchases of treasury stock and the payment of cash dividends of $922 thousand
and $542 thousand, respectively, partially offset by net income of $984 thousand
for the quarter.  Other items  impacting  shareholders'  equity during the first
quarter of 2000 were the release of ESOP shares, the grant of RRP shares in lieu
of  Directors'  Board fees,  the  amortization  of unearned RRP shares,  and the
after-tax  impact of the  change  in the net  unrealized  losses  on  securities
available for sale.


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.









                                       10
<PAGE>
<TABLE>
<CAPTION>
                                                                      Three months ended March 31,
                                                              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                              $471,035      $8,697     7.43%       $425,163      $7,781     7.42%
  Securities available for sale (AFS)            220,860       3,667     6.68%        244,726       3,792     6.28%
  Federal Home Loan Bank stock                     8,748         147     6.76%          7,215         119     6.69%
  Federal funds sold &
     interest-bearing deposits                     2,566          33     5.17%         23,983         272     4.60%
                                          --------------   ---------  --------   ------------   ---------  --------
      Total earning assets                       703,209      12,544     7.17%        701,087      11,964     6.92%
                                          --------------   ---------  --------   ------------   ---------  --------
Allowance for loan losses                         (5,530)                              (4,983)
Unrealized gain/(loss) on AFS securities         (10,537)                                 355
Other assets                                      36,129                               30,538
                                          ---------------                         ------------
Total assets                                    $723,271                             $726,997
                                          ===============                         ============

Interest-bearing liabilities
  Savings deposits                               128,524         878     2.75%        138,831         992     2.90%
  NOW  deposits                                   35,962         110     1.12%         33,010         144     1.77%
  Certificates of deposit                        231,923       3,103     5.38%        227,743       2,861     5.09%
  Money market accounts                           28,617         273     3.84%         22,402         215     3.89%
  Borrowed funds                                 181,999       2,664     5.89%        173,746       2,359     5.51%
                                          --------------   ---------  --------   ------------   ---------  --------
      Total interest-bearing liabilities         607,025       7,028     4.66%        595,732       6,571     4.47%
                                          --------------   ---------  --------   ------------   ---------  --------
Demand deposits                                   35,358                               36,903
Other liabilities                                  5,221                                8,775
                                          ---------------                         ------------
Total liabilities                                647,604                              641,410
                                          ---------------                         ------------
Stockholders' equity                              75,667                               85,587
                                          ---------------                         ------------
Total liabilities & equity                      $723,271                             $726,997
                                          ===============                         ============

    Net interest income                                       $5,516                               $5,393

    Interest rate spread                                                 2.51%                                2.45%

    Net earning assets                          $ 96,184                             $105,355

    Net interest margin                                                  3.15%                                3.12%

    Average earning assets/Average
     interest-bearing liabilities                115.85%                              117.68%

</TABLE>
                                       11
<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,
                                                           2000 vs. 1999
                                                -------------------------------
                                                       Increase
                                                      (Decrease)
                                                        Due to           Total
                                                ---------------------  Increase
                                                  Volume       Rate   (Decrease)
                                                ---------    --------  --------
Earning assets                                       (Dollars in thousands)
  Loans receivable ..........................    $   912      $    4     $  916
  Securities available for sale .............       (350)        225       (125)
  Federal Home Loan Bank stock ..............         27           1         28
  Federal funds sold and interest-bearing
     deposits ...............................       (277)         38       (239)
                                                ---------    --------  --------
      Total earning assets ..................        312         268        580
                                                ---------    --------  --------
Interest-bearing liabilities
  Savings deposits ..........................        (67)        (47)      (114)
  NOW  deposits .............................         14         (48)       (34)
  Certificates of deposit ...................         60         182        242
  Money market accounts .....................         61          (3)        58
  Borrowed funds ............................        124         181        305
                                                ---------    --------  --------
      Total interest-bearing liabilities ....        192         265        457
                                                ---------    --------  --------
    Net interest income .....................    $   120      $    3     $  123
                                                =========    ========  ========

                                       12
<PAGE>
Comparison  of  Operating  Results for the Three Months Ended March 31, 2000 and
1999.

Net Income. Net income decreased by $51 thousand,  or 4.9%, for the three months
ended March 31, 2000 to $984  thousand  from $1.0  million for the three  months
ended March 31,  1999.  Net income for the three months ended March 31, 2000 was
reduced primarily as a result of increased non-interest expenses, offset in part
by a decrease in the  provision  for loan losses and  increases  in net interest
income and  non-interest  income.  These and other changes are discussed in more
detail below.

Net Interest Income.  Net interest income  increased $123 thousand,  or 2.3%, to
$5.5 million for the three months ended March 31, 2000 from $5.4 million for the
three  months ended March 31,  1999.  The  increase in net  interest  income was
primarily  due to an increase of $2.1 million in the average  balance of earning
assets,  in addition to an increase in the  interest  rate spread from 2.45% for
the three  months ended March 31, 1999 to 2.51% for the three months ended March
31, 2000.  This was  partially  offset by an increase in the average  balance of
interest-bearing liabilities of $11.3 million, or 1.9%.

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,  increased
to 2.51% for the three  months  ended March 31,  2000,  from 2.45% for the three
months  ended March 31, 1999.  The increase in the interest  rate spread was due
primarily to the Company  redeploying assets from  lower-yielding  federal funds
sold and 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 6.92% for the three months ended March 31, 1999 to 7.17% for the
three  months ended March 31, 2000.  The impact of this  increase was  partially
offset by increases in the average balance of the higher costing certificates of
deposit  and  borrowed  funds of $4.2  million and $8.3  million,  respectively.
Likewise,  for the three  months  ended March 31, 2000 the average  rate paid on
certificates of deposit and borrowed funds increased 29 basis points,  to 5.38%,
and 38 basis points, to 5.89%,  respectively.  Many of the Company's  securities
repurchase  agreements contain call features. If these repurchase agreements are
called (which is likely if interest  rates continue to increase) and the Company
cannot  replace the funding at a similar or lower  interest  rate,  the interest
rate spread is likely to decrease.

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.

                                       13
<PAGE>

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 $580
thousand,  or 4.8%,  to $12.5  million for the three months ended March 31, 2000
from $12.0 million for the three months March 31, 1999. The increase was largely
the result of the  increase and shift in the average  balance of earning  assets
from federal fund sold and  securities  available  for sale to loans  receivable
(and, to a much lesser extent,  FHLB stock.) This shift  consisted  primarily of
increases in the average balance of loans receivable of $45.9 million, or 10.8%,
and FHLB stock of $1.5 million, or 21.2 %, substantially  offset by decreases in
securities  available for sale of $23.9 million, or 9.8%, and federal funds sold
and  interest-bearing  deposits of $21.4 million,  or 89.3%.  In addition to the
increase in the average  balance of earning assets was a 25 basis point increase
in the average yield on total earning  assets.  The yield on the average balance
of earning  assets was 7.17% and 6.92% for the three months ended March 31, 2000
and 1999, respectively.

Interest and fees on loans  increased $916 thousand,  or 11.8%,  to $8.7 million
for the three months  ended March 31, 2000.  This  increase  was  primarily  the
result of an increase in the average  balance of net loans  receivable  of $45.9
million,  or 10.8%,  to $471.0 million for the three months ended March 31, 2000
from $425.2 million for the three months ended March 31, 1999.

Interest  income on securities  available for sale decreased  $125 thousand,  or
3.3%,  to $3.7  million  for the three  months  ended  March 31,  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 $23.9
million  offset in part by a 40 basis point  increase  in the  average  yield on
these securities.

Interest income of federal funds sold and  interest-bearing  deposits  decreased
$239  thousand,  or 87.9%,  to $33 thousand for the three months ended March 31,
2000 from $272 thousand for the same quarter of the previous year  primarily due
to a decrease in the average balance of federal funds sold and  interest-bearing
deposits of $21.4  million,  or 89.3%,  resulting  from the shift in assets from
lower  yielding  federal  funds  sold and  interest-bearing  deposits  to higher
yielding loans receivable.

Interest Expense. Total interest expense increased by $457 thousand, or 7.0%, to
$7.0 million for the three months ended March 31, 2000 from $6.6 million for the
three months ended March 31, 1999.  Total average  interest-bearing  liabilities
increased by $11.3 million,  or 1.9%, to $607.0 million for the first quarter of
2000  compared  to  $595.7  million  for the same  period of the  previous  year
primarily  due to the funding of loan activity  during 1999.  Also, a portion of
this increase was due to higher vault cash balances  maintained  during  January
2000 as a result of potential  year 2000  liquidity  needs of depositors at year

                                       14
<PAGE>
end.  During  the  same  periods,  the  average  rate  paid on  interest-bearing
liabilities increased by 19 basis points to 4.66% from 4.47%.

Total  interest  expense for the three  months  ended  March 31, 2000  increased
primarily due to an increase of 38 basis points,  to 5.89%,  in the average rate
paid on total  borrowed  funds  during the period,  consistent  with the general
increase in market  interest  rates.  In addition,  the average balance on these
funds  increased  to $182.0  million for the three  months ended March 31, 2000,
from $173.7 million for the previous period. Likewise, interest expense relative
to certificates  of deposit and money market  accounts  increased as a result of
increases  in the average  balances on these  deposit  accounts.  Moreover,  the
increase in interest on  certificates  of deposit was primarily due to increases
in the average cost of these  deposit  accounts  from 5.09% for the three months
ended March 31, 1999 to 5.38% for the three months ended March 31, 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, 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, 2000  decreased  $135  thousand to $120  thousand from $255 thousand for the
three months ended March 31, 1999. The Bank's ratio of  non-performing  loans to
total  loans  was  0.68% and 0.89% at March  31,  2000 and  December  31,  1999,
respectively.

Non-Interest  Income.  Total non-interest  income increased by $65 thousand,  or
15.3%,  to $489  thousand  for the three  months  ended March 31, 2000 from $424
thousand for the three months ended March 31, 1999.  This increase was primarily
due to the increase in 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 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 $432 thousand, or 11.5%,
to $4.2  million for the three months ended March 31, 2000 from $3.7 million for
the  three  months  ended  March  31,  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.

                                       15
<PAGE>

Salaries,  wages and benefits expense increased by $264 thousand,  or 14.4%, for
the first  quarter of 2000  primarily  due to an increase in salaries  and wages
associated  with the increase in staff in the  commercial  loan  department as a
result of the Company's  decision to increase emphasis in growing the commercial
loan portfolio,  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. 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 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  quarter of 2000 was $34  thousand  lower than
the comparable  quarter in 1999 due to the lower stock price in 2000 relative to
1999.

Occupancy  and equipment  decreased $31 thousand,  or 4.9%, to $598 thousand for
the three months ended March 31, 2000,  from $629 thousand in 1999 primarily due
to 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. Offsetting these decreases was
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.

Data processing increased $152 thousand, or 64.7%, from $235 thousand in 1999 to
$387  thousand  for the three  months  ended  March 31,  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.

Other non-interest expense increased $68 thousand, or 8.5%, to $865 thousand for
the three months ended March 31, 2000 when compared to the previous period. This
increase  was  primarily  due to  expenses  associated  with the  promotion  and
advertising of time deposit  products offered during the quarter ended March 31,
2000.

Income Tax Expense.  Income tax expense  decreased by $58 thousand,  or 7.4%, to
$723  thousand for the three months ended March 31, 2000 from $781  thousand for
the three months ended March 31, 1999.  The decrease was primarily the result of
the decrease in income before taxes.


                                       16
<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,
                                       2000           1999
                                      ------         ------
                                      (Dollars in thousands)
Non-accruing loans:
   One-to four-family (1) ...........   $1,424       $1,570
   Commercial real estate ...........       85          274
   Consumer .........................      292          434
   Commercial business ..............      287          298
                                        ------       ------
     Total ..........................    2,088        2,576
                                        ------       ------
Accruing loans delinquent
   more than 90 days:
   One-to four-family (1) ...........      383          372
   Commercial real estate ...........      131          685
   Consumer .........................       51           11
                                        ------       ------
     Total ..........................      565        1,068
                                        ------       ------
Troubled debt restructured loans:
   One-to four-family (1) ...........       84           84
   Commercial real estate ...........      470          475
   Commercial business ..............        5            7
                                        ------       ------
     Total ..........................      559          566
                                        ------       ------
     Total non-performing loans .....    3,212        4,210
                                        ------       ------
Foreclosed assets:
   One-to four-family (1) ...........      154          126
   Commercial real estate ...........      142          142
   Consumer .........................       57           54
                                        ------       ------
     Total ..........................      353          322
                                        ------       ------
Total non-performing assets .........   $3,565       $4,532
                                        ======       ======
Non-performing loans as a percentage
of total loans                            0.68%        0.89%

Non-performing assets as a percentage
of total assets ......................    0.49%        0.61%

(1)  Includes home equity loans.


                                       17
<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 three months
                                            ended March 31,
                                           2000        1999
                                          -------     -------
                                        (Dollars in thousands)

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

Charge-offs:
     One- to four-family (1) ..........        (1)        (10)
     Consumer .........................      (132)        (34)
                                          -------     -------
        Total charge-offs .............      (133)        (44)
                                          -------     -------
Recoveries:
     Commercial real estate ...........      --            25
     Consumer .........................         6          11
     Commercial business ..............         4          12
                                          -------     -------
        Total recoveries ..............        10          48
                                          -------     -------
Net (charge-offs) recoveries ..........      (123)          4
Provisions charged to operations ......       120         255
                                          -------     -------
Balance at end of period ..............    $5,506      $5,150
                                          =======     =======

Ratio of allowance for loan
losses to total loans (period end) ....      1.16%       1.21%

Ratio of allowance for loan losses
to non-performing loans (at period end)    171.42%     170.53%

Ratio of net charge-offs (recoveries)
during the period to average loans
outstanding during period (annualized)      0.11%      (0.00%)

(1) Includes home equity loans.
                                       18
<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 26.92% and 28.36% at
March 31, 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 March 31, 2000 and December 31, 1999, the Company had $87.0 million and $92.2
million, respectively, in outstanding borrowings from the FHLB and $87.7 million
and $112.7 million,  respectively, in securities repurchase agreements, the vast
majority of which are also with the FHLB.

As of March 31, 2000 and December 31, 1999,  the Company had $208.2  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 March  31,  2000,  the  Bank's  capital  exceeded  each of the
regulatory  capital  requirements of the OTS. The Bank is "well  capitalized" at
March 31, 2000 according to regulatory definition. At March 31, 2000, the Bank's
tangible  and core  capital  levels  were  both  $67.1  million  (9.44% of total
adjusted  assets)  and its total  risk-based  capital  level  was $71.4  million
(20.48% 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.

                                       19

<PAGE>

During the first three months of 2000, the Company  repurchased 68,400 shares of
its common stock in open-market transactions at a total cost of $922 thousand.

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.  Management  is currently  evaluating  what impact,  if any, this
Statement will have on the Company's consolidated financial statements.


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.  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


               During the quarter  under  report,  a Form 8-K (item 5 and 7) was
               filed on February 8, 2000.


                                       20
<PAGE>

                                   SIGNATURES


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

AMBANC HOLDING CO., INC.





John M. Lisicki
President and Chief Executive Officer
(Principal Executive Officer)
Date:  May 15, 2000





James J. Alescio
Senior Vice President, CFO and Treasurer
(Principal Financial and Accounting Officer)
Date:  May 15, 2000























                                       21