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



(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT 1934. For the quarterly period ended  September 30, 1996
                                        ---------------------
                                       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:  0-27306
                         -------

                            Ambanc Holding Co., Inc.
          -----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                  14-1783770
-------------------------------------     --------------------------------------
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)

11 Division Street, Amsterdam, New York                          12010-4303
--------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code:       (518)842-7200
                                                    -----------------------

        Indicate by check mark whether the  registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No

        Indicate the number of shares  outstanding of each of the issuer's class
of common stock, as of the latest practicable date.


           Class                               Outstanding at November 14, 1996
-----------------------------                -----------------------------------
Common Stock, $.01 Par Value                             4,880,025

<PAGE>


AMBANC HOLDING CO., INC. AND SUBSIDIARIES
FORM 10-Q
September 30, 1996




                                      Table of Contents


Part I.   FINANCIAL INFORMATION

Item 1.        Consolidated Interim Financial Statements(unaudited):

               Consolidated Interim Statements of Income for the three months
               and nine months ended September 30, 1996 and 1995.............. 3

               Consolidated Interim Statements of Financial Condition at
               September 30, 1996 and December 31, 1995....................... 4

               Consolidated Interim Statements of Cash Flows for the nine
               months ended September 30, 1996 and 1995....................... 5

               Summarized Notes to Consolidated Interim Financial Statements.. 7

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

Part II.   OTHER INFORMATION..................................................17


SIGNATURES....................................................................18


EXHIBITS INDEX................................................................19


<PAGE>
Part I.   Financial Information

          Item 1.  Financial Statements

AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Interim Statements of Income  (unaudited)
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
                                                        Nine Months          Three Months
                                                      Ended Sept. 30,       Ended Sept. 30,
                                                      1996       1995        1996      1995
                                                   --------    --------   --------   --------

<S>                                                <C>         <C>        <C>        <C>
Interest income:
   Loans .......................................   $ 15,352    $ 16,200   $  5,306   $  5,317
   Mortgage-backed securities ..................      5,531       1,364      2,753        443
   Investment securities .......................      1,783       1,025        785        344
   Federal funds sold and other ................        725         514         10        301
                                                   --------    --------   --------   --------
     Total interest income .....................     23,391      19,103      8,854      6,405
                                                   --------    --------   --------   --------
Interest Expense:
   Deposits ....................................      9,373       9,045      3,053      3,341
   Borrowings ..................................      2,165         298      1,542       --
                                                   --------    --------   --------   --------
     Total interest expense ....................     11,538       9,343      4,595      3,341
                                                   --------    --------   --------   --------
     Net interest income .......................     11,853       9,760      4,259      3,064
Provision for loan losses ......................      2,610       1,344        549         60
                                                   --------    --------   --------   --------
     Net interest income after provision
       for loan losses .........................      9,243       8,416      3,710      3,004
                                                   --------    --------   --------   --------
Non-interest income:
   Service charges on deposit accounts .........        504         478        174        165
   Net gains (losses) on securities transactions        (89)          1          9          1
   Other .......................................        255         349        100        123
                                                   --------    --------   --------   --------
     Total other income ........................        670         828        283        289
                                                   --------    --------   --------   --------
Non-interest expense:
   Salaries, wages and benefits ................      3,618       3,227      1,157      1,014
   Occupancy and equipment .....................        847         740        277        251
   Data processing .............................        624         444        201        145
   Federal deposit insurance premium ...........          2         381          1         28
   Correspondent bank processing fees ..........         87         214         30         46
   Provision for losses on investments .........       --           105       --         --
   Losses & write-downs on real estate owned ...        789       1,133        570        136
   Repairs and maintenance .....................        149         161         46         42
   Legal expenses ..............................        238         137         67         66
   Other .......................................      2,195       1,846        681        534
                                                   --------    --------   --------   --------
     Total other expenses ......................      8,549       8,388      3,030      2,262
                                                   --------    --------   --------   --------
Income before taxes ............................      1,364         856        963      1,031
Income tax expenses ............................        596         363        391        366
                                                   --------    --------   --------   --------
     Net income ................................   $    768    $    493   $    572   $    665
                                                   ========    ========   ========   ========
Net income per common share*
(4,881,147 and 4,657,401 weighted average
number of shares issued and outstanding,
for the nine months and three months ended
September 30, 1996, respectively).                   $0.16         N/A       $0.12       N/A
</TABLE>


*Primary and fully diluted
See accompanying notes to consolidated interim financial statements



                                       3
<PAGE>


AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Interim Statements of Financial Condition (unaudited)
(dollars in thousands, except share data)
<TABLE>
<CAPTION>
                                                            September 30   December 31,
                                                                1996           1995
                                                            ------------   ------------

<S>                                                            <C>          <C>
      Assets

Cash and due from banks ....................................   $   3,537    $   7,513
Federal funds sold .........................................        --         77,100
                                                               ---------    ---------
     Cash and cash equivalents .............................       3,537       84,613

Investment securities available for sale, at fair value ....      42,633       21,389
Mortgage-backed securities available for sale, at fair value     162,714       53,033
Loans receivable, net of unamortized fees ..................     277,269      252,638
     Allowance for loan losses .............................      (4,716)      (2,647)
                                                               ---------    ---------
     Loans receivable, net .................................     272,553      249,991
Accrued interest receivable ................................       3,452        1,827
Premises and equipment .....................................       2,809        3,071
Investments required by law, principally stock in the
   Federal Home Loan Bank ..................................       2,029        1,892
Real estate owned, net .....................................       2,959        2,888
Other assets ...............................................       3,819        2,533
Due from brokers ...........................................        --         18,128
                                                               ---------    ---------
     Total assets ..........................................   $ 496,505    $ 439,365
                                                               =========    =========

      Liabilities and Shareholders' Equity

Liabilities:
   Deposits ................................................   $ 299,991    $ 311,239
   Advances from borrowers for taxes and insurance .........         888        1,693
   Advances from FHLB ......................................      22,500         --
   Other borrowed funds ....................................      99,890         --
   Accrued expenses and other liabilities ..................       2,874        3,538
   Due to brokers ..........................................        --         46,880
                                                               ---------    ---------
     Total liabilities .....................................     426,143      363,350

Shareholders' equity:
   Preferred stock $.01 par value. Authorized 5,000,000
    shares; none outstanding at September 30, 1996 and
   December 31, 1995 .......................................        --           --
   Common stock $.01 par value. Authorized 15,000,000
    shares; 4,880,025 and 5,422,250 shares issued and
   outstanding at  September 30, 1996 and December 31, 1995           54           54
   Retained earnings,substantially restricted ..............      29,040       28,272
   Additional paid in capital ..............................      52,127       52,127
   Treasury Stock (542,225 shares at September 30, 1996 and
      no shares at December 31, 1995) ......................      (5,474)        --
   Common stock acquired by ESOP ...........................      (4,013)      (4,338)
   Net unrealized loss on securities available for sale ....      (1,372)        (100)
                                                               ---------    ---------
     Total shareholders' equity ............................      70,362       76,015

     Total liabilities and shareholders' equity ............   $ 496,505    $ 439,365
                                                               =========    =========
</TABLE>

See accompanying notes to consolidated interim financial statements


                                       4
<PAGE>

AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Interim Statements of Cash Flows (unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
                                                               For the nine months
                                                               ended September 30,
                                                              1996           1995
                                                          -----------  -----------
<S>                                                         <C>          <C>
Increase  (decrease)  in cash and cash  equivalents:
    Cash flows from operating activities:
  Net income ............................................   $     768    $     493
  Adjustments to reconcile net income  to net
  cash provided (used) by operating activities:
     Depreciation and amortization ......................         420          365
     Provision for loan losses ..........................       2,610        1,344
     Writedowns on real estate owned and
         other repossessed assets .......................         479          822
     Writedown of Nationar related amounts ..............        --            105
     Loss on sales and disposals of fixed assets & software        64         --
     Loss (gain) on sales and redemptions of investment
       and mortgage-backed securities-AFS ...............          89           (1)
     Net loss on sales of other real estate owned and
          other repossessed assets ......................          96          133
     Net amortization on investment securities and
       mortgage-backed securities-AFS ...................         400           12
     Deferred tax benefit ...............................        (358)        (107)
     Decrease (increase) in other assets ................      16,195         (747)
     (Decrease) increase in accrued expenses
       and other liabilities ............................     (47,544)         960
     Decrease in advances from borrowers
       for taxes and insurance ..........................        (805)      (1,348)
                                                            ---------    ---------
  Net cash (used) provided by operating activities ......     (27,586)       2,031

Cash flows from investing activities:
  Purchases of mortgage-backed securities-AFS ...........    (136,178)        --
  Proceeds from principal paydowns of
     mortgage-backed securities-AFS .....................      18,025        1,801
  Proceeds from maturity of investment securites-AFS ....       9,100        4,013
  Proceeds from sales of investment and mortgage-backed
     securities-AFS .....................................      21,897         --
  Purchase of investment securities-AFS .................     (46,191)        --
  Purchase of FHLB stock ................................        (137)        (237)
  Net (increase) decrease in loans made to customers ....     (26,543)       4,074
  Capital Expenditures ..................................        (201)        (455)
  Expenditures Computer Software ........................          (9)         (16)
  Proceeds from Sale of Real Estate Owned and
        Other Repossessed Asset .........................         729        1,633
  Proceeds from Fixed Asset Sale ........................          25         --
                                                            ---------    ---------
  Net cash (used) provided by investing activities ......    (159,483)      10,813




                                       5
<PAGE>

AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Interim Statements of Cash Flows(unaudited), Continued
(dollars in thousands)                                         For the nine months
                                                               ended September 30,
                                                             1996            1995
                                                         ----------    -----------
    Cash flows from financing activities:
      Amortization of Unearned ESOP shares                     325             ---
      Purchase of Treasury Stock                            (5,474)            ---
      Net increase (decrease) in deposits                  (11,248)         17,266
      (Repayments)  advances from FHLB                      22,500        (15,000)
      Advances from other borrowings                        99,890             ---
      Repayments  from other borrowings                        ---         (4,000)
                                                         ----------    -----------
      Net cash provided (used) by financing activities     105,993         (1,734)

    Net increase (decrease) in cash and cash equivalents   (81,076)         11,110
    Cash and cash equivalents at beginning of year          84,613          16,287
                                                         ----------    -----------
    Cash and cash equivalents at end of period              $3,537         $27,397
                                                         ==========    ===========


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

           Interest                                        $10,675          $9,341
                                                         ==========    ===========

           Income Taxes                                       $736            $870
                                                         ==========    ===========

Noncash investing activity:
    Net reduction in loans receivable resulting from the transfer
      to real estate owned and other repossessed assets     $1,371         $1,193
                                                         ==========    ===========

    Net increase in unrealized loss on investment
      securities and mortgage-backed securities,
      available for sale, net of deferred tax effect        $1,272        ---
                                                         ==========    ===========
</TABLE>

See accompanying notes to consolidated interim financial statements



                                       6
<PAGE>

        SUMMARIZED NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(1) In  Management's  opinion,  the financial  information,  which is unaudited,
reflects all adjustments  (consisting  solely of normal  recurring  adjustments)
necessary for a fair presentation of the financial information as of and for the
three and nine month periods ended September 30, 1996 and September 30, 1995, in
conformity  with  generally  accepted  accounting  principles.  These  financial
statements  should be read in conjunction  with Ambanc Holding Co., Inc.'s ("the
Company" herein) 1995 Annual Report on Form 10-K.

(2) In May 1995, the Financial  Accounting  Standards Board issued  Statement of
Financial  Accounting  Standards  No. 121 (SFAS No.  121),  "Accounting  for the
Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed of."
Various assets are excluded from the scope of SFAS No. 121, including  financial
instruments  which  constitute  the  majority  of  the  Company's  assets.   For
long-lived  assets  included in the scope of SFAS No. 121,  such as premises and
equipment,  an  impairment  loss must be  recognized  when the estimate of total
undiscounted  future  cash  flows  attributable  to the  asset is less  than the
asset's carrying amount of the asset to its fair value.  Long-lived assets to be
disposed  of such as real estate or  premises  to be sold,  are  reported at the
lower of carrying  amount or fair value less cost to sell.  The Company  adopted
SFAS No. 121 in the first quarter of 1996.  The adoption of SFAS No. 121 did not
have a material  effect on the Company's  consolidated  financial  statements or
results of operations.

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

(4)  Commitments and Contingent Liabilities: Legal Proceedings

      Current Owners of F.H. Doherty Associates, Inc. vs.
         Amsterdam Savings Bank, F.S.B.

      As an update to the disclosure in Note (15) to the Company's  consolidated
financial  statements for the year ended December 31, 1995, the parties involved
stipulated to a termination on November 1, 1996. This  termination will not have
a  significant  effect on the  Company's  consolidated  financial  condition and
results of operations in the three months and twelve months ending  December 31,
1996.

(5)  Loss Contingency

      As an update to the disclosure in Note (17) to the Company's  consolidated
financial  statements  for the year ended  December 31,  1995,  in regard to the
seizure of Nationar by the Superintendent of Banks of the State of New York, the
Amsterdam  Savings Bank, F.S.B. (the "Bank" herein) has received the full amount
of its demand  deposit  account  claim of  $221,000,  less  $1,000 for  interest
assessed by the  Superintendent.  The interest  was charged  against the reserve
previously established.

      In addition, effective June 10, 1996, the Bank agreed to the issuance of a
new  letter  of  credit  as  proposed   by  the   attorneys   representing   the
Superintendent  of Banks.  The new letter of credit was for  $150,000.  With the
issuance of this letter of credit,  the Bank effectively  recovered  $837,500 of
the estimated  fair value of the security  seized by the  Superintendent  at the
time of the  Nationar  takeover.  Concurrent  with the  issuance of the $150,000
letter  of  credit,  the  Bank was  required  to pay to the  Banking  Department
interest of $58,000 under the terms of the original letter of credit  agreement.
The  interest  was  charged  against  the  reserve  account  that  the  Bank had
previously established.

      On October 23, 1996, the New York State  Superintendent of Banks announced
that he had filed an  application  with the New York State Supreme Court seeking
authority to pay in full the balance of all  accepted  unsecured  claims  (other
than claims for  subordinated  debt and stock  interests).  If authorized by the
Court, the Superintendent stated that he intends to make payments before the end
of 1996.  Subsequent  to the  Superintendent's  announcement,  the  Company  was
informed by the Superintendent's  Office that the $150,000 letter of credit will
be canceled  and that the Company will have no further  liability in  connection
with its agreement with the Superintendent.


                                       7
<PAGE>

(6) Earnings per Share

      This ratio is a single  number  representing  the reduction of an entity's
total net income after taxes to the amount earned by each share  outstanding for
the financial  period  presented.  The ratio is calculated by dividing the total
net income after taxes for the period  presented by the weighted  average number
of shares outstanding,  excluding reacquired shares from the date of acquisition
and unearned shares owned by an ESOP, during the period  presented.  The Company
had no common stock  equivalents for the periods  presented in the  consolidated
financial   statements,   herein,  for  inclusion  in  the  earnings  per  share
calculation.


Item 2

Management's Discussion and Analysis of Financial Condition and Results of
Operations

      The following  discussion and analysis should be read in conjunction  with
the unaudited  consolidated  interim financial  statements and related notes and
with the statistical  information and financial data appearing in this report as
well as the Company's 1995 Annual Report on Form 10-K.

General
-------

      Prior to the  consummation  of the  conversion  on December 26, 1995,  the
Company had no significant assets, liabilities or operations.  Accordingly,  the
consolidated  data for the three months and the nine months ended  September 30,
1995, represents the data of the Bank and its subsidiaries.

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

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

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

      The  Company  recorded  net  income  of  $572,000  for the  quarter  ended
September 30, 1996,  or $0.12 per share,  and earnings for the nine months ended
September 30, 1996, of $768,000,  or $0.16 per share,  compared to net income of
$665,000 and $493,000 in the corresponding  periods in 1995,  respectively.  The
average number of shares  outstanding  (excluding  unearned  shares owned by the
ESOP) were 4,657,401 and 4,881,147 for the three and nine months ended September
30, 1996, respectively.

                                       8
<PAGE>

      The 1996 third quarter  earnings decline in comparison to the 1995 period,
was due to increases in the provision for loan losses and non-interest  expenses
of $489,000 and $768,000,  respectively,  partially offset by an increase in net
interest income before  provision for loan losses of $1.2 million,  or 39.0%, to
$4.3 million from $3.1 million. The Company's efficiency ratio improved to 54.2%
for the three months ended September 30,1996,  from 63.4% in the comparable 1995
period.

      The  improvement  in net  income of  $275,000  for the nine  months  ended
September  30,  1996,  to $768,000 was the result of an increase in net interest
income  before  provision for loan losses of $2.1  million,  or 21.4%,  to $11.9
million  compared to $9.8 million for the nine months ended  September 30, 1995.
This positive  factor was  partially  offset by an increase in the provision for
loan losses of $1.3 million.  The Company's  efficiency  ratio improved to 61.5%
for the nine months ended  September  30, 1996,  from 68.5% in the same period a
year ago.

      Non-performing  assets  increased to $18.0  million at September  30,1996,
from $12.0 million at December 31, 1995.  At September 30, 1996,  non-performing
assets were 3.63% of total assets  compared to 2.72% at December  31, 1995.  The
Company's  allowance for loan losses to non-performing  loans and to total loans
at September 30, 1996,  was 31.88% and 1.70%,  respectively,  compared to 30.10%
and 1.05%, respectively, at December 31, 1995. See "Asset Quality" herein.



                            RESULTS OF OPERATIONS

COMPARISON OF OPERATING RESULTS FOR THE QUARTERS ENDED SEPTEMBER 30, 1996 AND
1995

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

      Net interest income before provision for loan losses for the quarter ended
September  30, 1996 was $4.3  million,  an increase of $1.2  million,  or 39.0%,
compared to the same period in 1995.  The  improvement  in net  interest  income
resulted  from an  increase  in  average  net  interest-earning  assets of $47.7
million (net of net  unrealized  losses on  available  for sale  securities  and
average interest-bearing liabilities ) funded primarily by the proceeds received
in the  conversion.  The  growth in average  net  interest-  earning  assets was
primarily  attributable  to an  increase in average  mortgage-backed  securities
available for sale of $126.5 million to $151.9 million from $25.3 million in the
third quarter 1995. In addition,  average  investment  securities  available for
sale  increased by $20.5 million to $45.7  million and average loans  receivable
grew to $271.8  million,  an increase of $11.1  million.  These  increases  were
partially offset by a decline in average other interest-earning  assets of $20.2
million,   primarily   federal   funds   sold,   and  an   increase  in  average
interest-bearing   liabilities  of  $90.2  million.   The  increase  in  average
interest-bearing liabilities was mainly due to the addition of $102.9 million in
borrowed  funds  to  the  mix  of  interest-bearing  liabilities,  with  average
securities  sold under  agreements  to repurchase  increasing by $89.7  million,
partially  offset by a decline  of $12.7  million  in  average  interest-bearing
deposits.

      The   positive   effect   derived   from  the   growth  in   average   net
interest-earning assets was partially offset by a narrowing of 5 basis points in
the  Company's  average net interest  margin to 3.60% from 3.65% in 1995's third
quarter.  The narrowing in the average net interest  margin  resulted  primarily
from a decrease  of 32 basis  points in the  average  yield on loans  receivable
mainly attributable to a general decline in the level of local market loan rates
since  September 30, 1995,  partially  offset by a decline of 12 basis points in
the overall cost of the funds used to support average interest-earning assets.

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

      The  provision  for loan losses  increased by $489,000 to $549,000 for the
quarter ended  September 30, 1996,  compared to the same quarter in 1995. In the
1996  period,  as the result of the increase in  non-performing  loans and other
factors,  the  provision  for loan losses was  increased.  See "Asset  Quality",
herein.


                                       9
<PAGE>

Non-interest income
-------------------

      Non-interest  income declined  modestly to $283,000,  a decrease of $6,000
from the third quarter 1995.  Service charges on deposit  accounts and net gains
on securities  transactions  increased by $9,000 and $8,000,  respectively,  but
were  offset  by a decline  of  $23,000  in other  non-interest  income,  mainly
attributable to a decrease of $11,000 in commissions  received from the sales of
annuities and mutual funds by the Bank's insurance agency subsidiary.

Non-interest expense
--------------------

      The  increase  in   non-interest   expenses  of  $768,000  was   primarily
attributable  to an increase in losses and  write-downs  on real estate owned of
$434,000.  In the third quarter of 1996, compared to the comparable 1995 period,
the Company  significantly  increased its losses and write-down  expense on real
estate owned based on actual expenses  incurred and management's  estimations of
lower fair values,  less disposal  costs.  Management's  estimations of the fair
value of the Company's  real estate owned were based on various  factors,  which
included  appraisals,  actual sales,  and offers to purchase such  properties or
properties  similar in nature to the foreclosed  properties held by the Company.
Also  contributing  to the  increase  in  non-interest  expenses  were new costs
pertaining to the Company's ESOP, the introduction of new services,  e.g., check
imaging  and 24-hour  telephone  balance and rate  access,  a third  supermarket
branch,  the additional  costs associated with being a public company and higher
marketing  and  advertising  expenses to support a more  aggressive  advertising
campaign  to promote  an  increased  public  awareness  of the  Bank's  name and
products.

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

      For the three months ended  September 30, 1996,  income taxes increased by
$25,000 to $391,000 due primarily to the additional taxes related to the holding
company.


COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
and 1995

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

      Net  interest  income  before  provision  for loan losses  increased  $2.1
million,  or 21.4%,  to $11.9  million for the nine months ended  September  30,
1996,  compared  to the like period in 1995.  The  improvement  in net  interest
income was attributable to an increase in average net interest-earning assets of
$47.0 million (net of net unrealized losses on available for sale securities and
average interest-bearing  liabilities) funded primarily by the proceeds from the
conversion.  The growth in average  net  interest-earning  assets was  primarily
attributable to increases in average  mortgage-backed  securities  available for
sale  of  $79.5  million.  Average  investment  securities  available  for  sale
increased by $9.6 million and average other interest-earning assets increased by
$6.1 million,  comprised  mainly of federal  funds sold.  These  increases  were
partially offset by a decline in average loans receivable of $5.4 million and an
increase in average interest-bearing  liabilities of $42.8 million. The increase
in average interest- bearing  liabilities was mainly due to an increase of $42.1
million in average  borrowed  funds to $48.7  million for the nine months  ended
September 30, 1996. Additionally, average interest-bearing deposits increased by
$779,000.

      The   positive   effect   derived   from  the   growth  in   average   net
interest-earning  assets was  partially  offset by a decrease in the average net
interest  margin to 3.79 % for the nine months ended  September  30, 1996,  from
3.98% for the same period in 1995.  The  narrowing  in the average net  interest
margin was attributable primarily to a significant increase in the concentration
of average  borrowed  funds,  especially  securities  sold under  agreements  to
repurchase,  in the funding mix and a decline of 31 basis  points in the average
rate earned on  interest-earning  assets to 7.48%.  This decline resulted from a
heavier  concentration  of  mortgage-backed  securities  in the  mix of  average
interest-earning  assets for the nine months ended September 30, 1996 , 25.2% of
total average  interest-earning  assets compared to 7.9% for the comparable 1995
period,  at an average rate of 7.00%,  which was down  slightly  from an average
rate of 7.03% in 1995.

                                       10
<PAGE>

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

      The increase was primarily due to a $1.5 million  provision taken on March
31,  1996,  pertaining  to the Bank's  aggregate  lending  relationship  of $3.6
million  with the Bennett  Funding  Group,  a company  that filed for Chapter 11
bankruptcy protection on March 29, 1996. See "Asset Quality" herein.

Non-interest income
-------------------

      Non- interest income  decreased by $158,000 to $670,000,  primarily due to
net losses on securities  sold of $89,000  compared with a net gain of $1,000 in
the 1995 period. The Bank's available for sale securities portfolio was yielding
below  market  rates in late 1995.  As a result,  the Bank  decided in the first
quarter of 1996 to sell most of its  holdings  and reinvest the proceeds in then
current higher yielding securities, based on a projection that the losses on the
sales would be recovered in approximately  six-months.  Also contributing to the
decrease in  non-interest  income was a decline of $32,000 in commission  income
from the sales of  annuities  and mutual  funds by the Bank's  insurance  agency
subsidiary  and a decrease in  insurance  dividends  received of $32,000,  which
resulted  from  the  recognition  of  non-recurring  dividends  received  in the
three-months ended March 31, 1995.

Non-interest expense
--------------------

      Non-interest  expense  increased  by a modest 1.9%,  or $161,000,  to $8.5
million for the nine months ended September 30, 1996, from $8.4 million in 1995.
Salaries, wages and benefits increased by $391,000,  mainly due to the Company's
ESOP which  added  $325,000 in new  compensation  expenses.  Other  non-interest
expenses  increased by $349,000  primarily  attributable  to: other  repossessed
asset  (non-real  estate)  expenses  which were higher by $95,000  mainly due to
lower fair values on the repossessed  assets; an increase in non-deferrable loan
related expenses of $87,000,  primarily the payment of delinquent property taxes
on a loan in the process of being foreclosed;  armored car and messenger service
expenses increased $58,000, the result of the three supermarket branches and the
Bank's joining of the Albany Clearing House for the direct presentment of checks
drawn on member  institutions;  and , consultant  fees  increased by $68,000 due
primarily  to  the  engagement  of  a  consulting  firm  to  evaluate  and  make
recommendations  in regard to  opportunities  for the Bank to reduce and control
non-interest expenses.

      Partially  offsetting  the  aforementioned  increases was a decline in the
FDIC/BIF  deposit  insurance  premium  of  $379,000,  which  reflects  the lower
assessment rate applied to the Bank for 1996 as a well-capitalized institution.

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

      The Company  recorded  tax  expenses of $596,000 for the nine months ended
September 30, 1996,  compared to $363,000 in the corresponding 1995 period. This
increase  resulted  from an  increase  in  pre-tax  income of  $508,000  and the
additional tax expenses applicable to the holding company.



                                       11
<PAGE>

                              FINANCIAL CONDITION

      The Company's total assets at September 30, 1996, were $496.5 million,  an
increase of $57.1 million, or 13.0%,  compared to total assets of $439.4 million
at December  31,  1995.  The growth in assets was  primarily  attributable  to a
$109.7 million increase in mortgage-backed  securities available for sale and an
increase of $21.2 million in  investment  securities  available for sale.  Loans
receivable,  net of unamortized  fees,  grew to $277.3  million,  an increase of
9.7%, which is more indicative of the Company's  current loan origination  trend
than the decline in average loans receivable for the nine months ended September
30, 1996,  compared to the corresponding  period in 1995.  Partially  offsetting
these  increases  were a decline in federal  funds sold of $77.1  million and an
$18.1  million  decrease  in the  amount due from  brokers.  The growth in total
assets was primarily  funded with new  borrowings of $99.9 million in securities
sold under  agreements  to  repurchase  and $22.5  million in advances  from the
Federal Home Loan Bank of New York,  partially offset by declines in deposits of
$11.2 million and due to brokers of $46.9 million. .

      Total deposits were $300.0 million, a decline of  3.6% from December
31, 1995.

      Total  shareholders'  equity decreased $5.7 million from December 31,1995,
to $70.4 million at September 30, 1996,  due primarily to the buy-back of 10% of
the total shares initially issued by the Company and an increase of $1.3 million
in net tax-effected unrealized losses on securities available for sale.

      On July 22, 1996, the Company  announced that it intended to repurchase up
to 10% of its outstanding shares, or 542,225 shares,  during the period July 23,
1996 to  December  31,  1996.  As of August 6, 1996,  the  Company  successfully
completed the buy-back of the 542,225 shares at an average  repurchase  price of
$10.10 per share.  Shares issued and  outstanding  on September  30, 1996,  were
4,880,025  (including  unearned shares owned by the ESOP) and the book value per
share was $14.42  compared to $14.02 at December 31, 1995,  on 5,422,250  shares
issued and outstanding.

      The  primary  factor  responsible  for the  increase  in net  tax-effected
unrealized  losses on securities  available for sale was the general increase in
market  interest rates that occurred  during the nine months ended September 30,
1996. If market interest rates continue to increase,  the Company would evaluate
whether it would be more  advantageous to sell the below market  securities at a
loss and reinvest the proceeds in higher yielding securities and/or loans if the
losses on such sales could be recovered in a reasonable  time period.  Moreover,
the sales of  securities  at a loss could  adversely  impact the  Company's  net
earnings in the year of the sales.  Conversely,  if the  Company  decided not to
sell the below market securities as market interest rates continued to rise, net
interest  income could be adversely  impacted as the  Company's  average cost of
funds increased.

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



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

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

                                       12
<PAGE>

      The primary  investing  activities of the Company are the  origination  of
loans and the purchase of securities. During the nine months ended September 30,
1996,  the  Company's  loan  originations  totaled  $66.3  million.  The Company
purchased   investment   securities   available  for  sale  and  mortgage-backed
securities  available for sale, during the nine months ended September 30, 1996,
of $46.2 million and $136.2 million, respectively.

      The  primary  financing  activity  of the  Company  is the  attraction  of
deposits.  However,  as of September  30, 1996,  the Bank had  experienced a net
decrease  in  deposits of $11.2  million  from  December  31,  1995.  Management
believes  that the  decrease in  deposits,  primarily  certificates  of deposit,
occurred  because some of the Company's  customers  were unwilling to accept the
lower  interest rates offered by the Company and other local banks that resulted
from a general decline in local market CD rates and, therefore,  these more rate
sensitive depositors pursued alternative  investments in order to maximize their
returns on investment.

      The Bank is  required  to  maintain  minimum  levels of  liquid  assets as
defined by OTS  regulations.  This  requirement,  which may be varied by the OTS
depending upon economic conditions and deposit flows, is based upon a percentage
of deposits and short-term  borrowings.  The required minimum liquidity ratio is
currently 5% and the short-term  liquidity ratio is 1%. The Bank's average daily
liquidity  ratio for the month of September  1996 was 7.5%,  and its  short-term
liquidity ratio for the same month was 1.1%.

      The  Company's  most liquid  assets are cash and cash  equivalents,  which
consist of federal  funds sold and bank  deposits.  The level of these assets is
dependent on the Bank's operation,  financing,  and investing  activities during
any given period. At September 30, 1996, cash and cash equivalents  totaled $3.5
million,  compared to $84.6  million at December 31,  1995.  The decline in cash
equivalents,  mainly federal funds sold,  resulted from a shift from these lower
yielding  assets in the mix of  interest-earning  assets  into  higher  yielding
mortgage-backed and investment securities available for sale.

      The Bank  anticipates that it will have sufficient funds available to meet
its current  commitments.  At September 30, 1996,  the Bank had  commitments  to
originate  loans of $6.4 million as well as undrawn  commitments of $6.2 million
on home  equity and other  lines of credit.  Certificates  of deposit  which are
scheduled to mature in one year or less at September  30,  1996,  totaled  $99.2
million.  Management  believes that a significant  portion of such deposits will
remain  with  the  Bank.  However,  if the  Bank  is not  able to  maintain  its
historical  retention rate on maturing  certificates of deposit, it may consider
employing  the following  strategies:  increase its borrowed  funds  position to
compensate  for the  deposit  outflows;  increase  the  rates it offers on these
deposits  in order to increase  the  retention  rate on  maturing  CDs and/or to
attract new deposits;  or, attempt to increase  certificates  of deposit through
the use of deposit  brokers.  Depending on the level of market interest rates at
the CD renewal dates, these strategies could result in higher or lower levels of
net interest income and net earnings.

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

      Management does not believe that the consolidated  financial condition and
results of  operations  of the  Company  and its  subsidiaries  will be affected
materially by the termination of the legal  proceeding in which the Bank was the
defendant or by the settlement of its claims in the Nationar bankruptcy workout.
See  Summarized  Notes  (3)  and  (4)  to  the  interim  consolidated  financial
statements (unaudited) herein.

Capital
-------

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

                                       13
<PAGE>

      At  September  30, 1996,  the Bank had $50.8  million of tangible and core
capital,   respectively,   or  10.4%  of  adjusted   total  assets,   which  was
approximately $43.5 million and $36.2 million above the minimum  requirements of
1.5% and 3.0%,  respectively,  of the  adjusted  total  assets in effect on that
date. On September 30, 1996,  the Bank had  risk-based  capital of $53.5 million
(including  $50.8  million  in core  capital  and  $2.7  million  in  qualifying
supplementary  capital) or 24.6% of risk-weighted  assets of $217.8 million. The
Bank's  risk-weighted  capital was $36.1 million above the 8.0%  requirement  in
effect on that date.


ASSET QUALITY

Non-performing assets
---------------------

      The table below sets forth the amounts and  categories  of  non-performing
assets in the Company's loan portfolio at the dates indicated.  A loan is placed
on non-accrual  status when the loan is more than 90 days delinquent (except for
FHA insured and VA guaranteed  loans) or when the collection of principal and/or
interest in full becomes doubtful. When loans are designated as non-accrual, all
accrued  but  unpaid  interest  is  reversed   against  current  period  income.
Foreclosed assets includes assets acquired in settlement of loans.

                                                Sept. 30   Dec. 31
                                                  1996      1995
                                                ---------  -------
                                                  (In thousands)
Non-accruing loans:
   One-to four-family ......................   $   803    $ 1,525
   Multi-family ............................     1,501         77
   Commercial real estate ..................     3,287      1,549
   Consumer ................................     1,104        605
   Commercial Business .....................     4,195        743
                                               -------    -------
     Total .................................    10,890      4,499
                                               -------    -------
Accruing loans delinquent more than 90 days:
   One-to four-family ......................       168        261
   Multi-family ............................         0          0
   Commercial real estate ..................         0          0
   Consumer ................................         2          0
   Commercial Business .....................         0          0
                                               -------    -------
     Total .................................       170        261
                                               -------    -------
Troubled debt restructured loans:
   One-to four-family ......................        88         89
   Multi-family ............................     1,607      1,626
   Commercial real estate ..................     1,892      2,185
   Consumer ................................        81         84
   Commercial Business .....................        63         51
                                               -------    -------
     Total .................................     3,731      4,035
                                               -------    -------
Foreclosed assets:
   One-to four-family ......................       964        459
   Multi-family ............................       556        926
   Commercial real estate ..................     1,439      1,503
   Consumer ................................       275        281
   Commercial Business .....................         0          0
                                               -------    -------
     Total .................................     3,234      3,169
                                               -------    -------
Total non-performing assets ................   $18,025    $11,964
                                               =======    =======
Total as a percentage
of total assets ............................      3.63%      2.72%


                                       14
<PAGE>

      For the nine months ended September 30, 1996,  gross interest income which
would have been recorded had the  non-accruing  loans been current in accordance
with their original terms amounted to $890,000.  The amount that was included in
interest income on such loans was $253,000, which represents actual receipts.

      Similarly,  for the nine months ended  September 30, 1996,  gross interest
income  which  would  have been  recorded  had the  restructured  loans  paid in
accordance  with their original terms amounted to $306,000.  The amount that was
included in interest income on such loans was $218,000.

      Material  changes  in  non-performing  assets  since  December  31,  1995,
resulted primarily from the addition of three loans to the non-accruing category
during the  quarter  ended  March 31,  1996,  and these  loans  continued  to be
non-performing  as of September  30, 1996.  During the quarter  ended  September
30,1996, there was one material addition made to non-performing assets .

       As previously mentioned,  the Company has a lending relationship with the
Bennett  Funding  Group,  Inc.  comprised  of nine  commercial  business  loans,
aggregating  $3.6  million,  secured  by a total of 684  lease  agreements.  The
Company  designated all of the Bennett loans as non-accruing  due to the Bennett
bankruptcy  filing and the subsequent  freeze placed on their accounts.  Counsel
for the  bankruptcy  trustee  and  counsel  for the Bank  have been  engaged  in
discussions  which might lead to an agreed upon  recognition  of a percentage of
the  Bank's  perfected  security  interest  in the cash  collateral  held by the
trustee.  The  discussions  are  quite  preliminary,  and it is not  known  if a
settlement is likely or what  percentage of the security,  if any, will actually
be paid. While management  believes,  based on these discussions,  that the $1.5
million reserve is appropriate at September 30, 1996, additional reserves may be
necessary in the future.

      The second loan placed on non-accrual  status during the nine months ended
September 30,1996,  was a commercial real estate loan in the amount of $702,000.
This loan is  secured  by an 8 story,  33-unit  mixed  purpose  income  property
located in Albany,  New York,  consisting  of 30  residential  apartments  and 3
commercial  suites.  At  September  30,  1996,  the loan  was more  than 90 days
delinquent and the Bank has re-initiated its foreclosure action as the result of
the borrower's failure to respond to the Bank's workout proposal by the deadline
date specified in the proposed agreement.

      The third material addition to non-performing loans at September 30, 1996,
compared to December 31, 1995, was a multi-family real estate loan in the amount
of $600,000. This loan is secured by a three building, 27- unit garden apartment
complex located in Monroe County,  New York. The borrower became  delinquent due
to personal  financial  problems not directly related to the apartment  complex.
The Bank has initiated foreclosure proceedings and a receiver has been appointed
to collect rental payments.  The borrower requested and has been provided with a
workout agreement.  Under the terms of the workout agreement,  the borrower will
be required to agree to the  appointment  of a real  estate  management  firm to
oversee the  property  and to a  stipulation  that the loan be brought  current.
During the  negotiation  of the  workout  terms,  an  environmental  concern was
detected and reported to the N.Y.S.  Department  of  Environmental  Conservation
("DEC").  A Phase I Environmental  Inspection has been completed and the initial
remediation effort is underway.  However, the total work required to restore the
property to acceptable environmental standards cannot be determined at this time
and,  therefore,  further  stipulations  may  have to be  added  to the  workout
agreement.  Once the borrower and the Bank have agreed to the workout terms, the
receivership  will  be  terminated  and  the  foreclosure   proceeding  will  be
discontinued.

       During the third quarter,  the Bank added a $1.4 million  commercial real
estate loan to its  non-performing  loans as of September  30, 1996,  due to the
loan becoming more than 90-days  delinquent.  The Bank was monitoring  this loan
and included a discussion in its June 30, 1996,  Form 10-Q filing.  This loan is
secured by property located in Colonie, New York and is currently being used for
the operation of a restaurant.  The  restaurant has been operating at a loss and
the borrower has indicated that the main reason for this unexpected  performance
is the increasing  competition from national  restaurant chains that have opened
in the restaurant's primary market area. The borrower was notified that in order
for the Bank to postpone a  foreclosure  action,  interest only payments must be
made on the loan while the borrower's refinancing  negotiations continue. Due to
the borrower's  failure to adhere to the Bank's  interest-only  payment terms, a
foreclosure action has been initiated.

                                       15
<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  risk  inherent  in its loan
portfolio and changes in the nature and volume of its loan  activity,  including
those  loans  which  are  being  specifically  monitored  by  management.   Such
evaluation,  which includes a review of loans for which full  collectibility may
not be reasonably  assured,  considers  among other matters,  the estimated fair
value of the  underlying  collateral  for collateral  dependent  loans,  the net
present  value of  estimated  future  cash  flows if the loan is not  collateral
dependent,  economic  conditions,  historical  loan loss  experience,  and other
factors  that  warrant  recognition  in  providing  for an  adequate  loan  loss
allowance.


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

                                                          For the nine months
                                                          ended September 30,
                                                          1996            1995
                                                       ---------       ---------
                                                             (In thousands)

Balance at beginning of period .................        $ 2,647         $ 2,235

Charge-offs:
     One- to four-family .......................           (120)            (25)
     Multi Family ..............................              0               0
     Commercial Real Estate ....................            (28)           (437)
     Consumer ..................................           (372)           (266)
     Commercial Business .......................            (69)            (46)
                                                       ---------       ---------
        Total Charge offs ......................           (589)           (774)

Recoveries:
     One- to four-family .......................              9               0
     Multi Family ..............................              0              64
     Commercial Real Estate ....................              0               2
     Consumer ..................................             39              35
     Commercial Business .......................              0               0
                                                       ---------       ---------
        Total Recoveries .......................             48             101

Net Charge-offs  ...............................           (541)           (673)
Provisions charged to operations ...............          2,610           1,344
                                                       ---------       ---------
Balance at end of period .......................         $4,716          $2,906
                                                       =========       =========
Ratio of net charge-offs during
the period to average loans
outstanding during period                                 0.20%           0.26%

Ratio of net charge-offs during
the period to average
non-performing assets                                     3.34%           5.39%




                                       16
<PAGE>

Part II - Other Information

Item 1.  Legal Proceedings

       The parties  involved  stipulated to a  termination  on November 1, 1996.
This  termination   will  not  have  a  significant   effect  on  the  Company's
consolidated  financial  condition and results of operations in the three months
and twelve  months  ending  December  31,  1996.  Refer to  Summarized  Notes To
Consolidated Interim Financial Statements, Note Number (4), herein.

Item 6.  Exhibits and Reports on Form 8-K

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

            Exhibit number 27, Financial Data Schedule

      (b)   Reports on Form 8-K

            Current reports on form 8-K were filed on November 4, 1996 for:

            (i) October 25, 1996  press release regarding  Ambanc Holding
Co., Inc. earnings for the three and nine months ended September 30, 1996.




                                       17
<PAGE>



                                  SIGNATURES


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

AMBANC HOLDING CO., INC.





Robert J. Brittain
President and Chief Executive Officer
(Principal Executive Officer)
Date:  November 14, 1996




Harold A. Baylor, Jr.
Vice President and Treasurer
(Principal Financial and Accounting Officer)
Date:  November 14, 1996



                                       18
<PAGE>




                                EXHIBIT INDEX


Exhibit 27  Financial Data Schedule




































                                       19