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, 1999
                                         -------------- 
                                       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 14, 1999
-----------------------------                -----------------------------------
Common Stock, $.01 Par Value                             5,315,337

<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, 1999 and December 31, 1998........................... 3

               Consolidated Interim Statements of Income for the three months
               ended March 31, 1999 and 1998.................................. 4

               Consolidated Interim Statements of Cash Flows for the three
               months ended March 31, 1999 and 1998........................... 5

               Notes to Unaudited Interim Consolidated Financial Statements... 7

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

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

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

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

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

EXHIBITS INDEX................................................................23


<PAGE>
Part I.   Financial Information
Item 1.  Financial Statements
AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Interim Statements of Financial Condition  (unaudited)
(dollars in thousands, except per share amounts)           March 31,   Dec. 31,
                                                             1999       1998
                                                          ---------   ---------
                               Assets

Cash and due from banks ................................  $  11,065   $   9,225
Interest-bearing deposits ..............................      1,748       3,390
Federal funds sold .....................................     18,300      30,200
                                                          ---------   ---------
     Cash and cash equivalents .........................     31,113      42,815

Securities available for sale, at fair value ...........    254,461     244,241
Federal Home Loan Bank of New York stock, at cost ......      7,215       7,215
Loans receivable, net of unamortized fees and costs ....    425,105     425,824
     Allowance for loan losses .........................     (5,150)     (4,891)
                                                          ---------   ---------
     Loans receivable, net .............................    419,955     420,933
Accrued interest receivable ............................      4,601       4,115
Premises and equipment, net ............................      4,581       4,537
Real estate owned and repossessed assets ...............        321         399
Goodwill ...............................................      7,790       7,923
Other assets ...........................................      3,253       3,294
                                                          ---------   ---------
     Total assets ......................................  $ 733,290   $ 735,472
                                                          =========   =========
                Liabilities and Shareholders' Equity

Liabilities:
   Deposits ............................................  $ 458,628   $ 461,413
   Federal Home Loan Bank term advances ................     21,299      21,410
   Securities sold under agreements to repurchase ......    152,400     152,400
   Advances from borrowers for taxes and insurance .....      1,932       2,436
   Accrued interest payable ............................      1,376       1,426
   Accrued expenses and other liabilities ..............      6,878       4,494
   Due to brokers ......................................      6,000       6,000
                                                          ---------   ---------
     Total liabilities .................................    648,513     649,579
                                                          ---------   ---------
Shareholders' equity:
   Preferred stock $.01 par value. Authorized 5,000,000
    shares; none outstanding at March 31, 1999 and
    December 31, 1998 ..................................       --          --
   Common stock $.01 par value. Authorized 15,000,000
    shares; 5,432,371  shares issued  at  March 31,
    1999 and December 31, 1998 .........................         54          54
   Additional paid in capital ..........................     63,084      63,019
   Retained earnings,substantially restricted ..........     27,017      26,356
   Treasury stock, at cost (116,908 shares at March 31,
      1999 and 23,908 shares at December 31, 1998) .....     (1,847)       (329)
   Unallocated common stock held by ESOP ...............     (2,700)     (2,818)
   Unearned RRP shares .................................       (680)       (759)
   Accumulated other comprehensive (loss) income .......       (151)        370
                                                          ---------   ---------
     Total shareholders' equity ........................     84,777      85,893
                                                          ---------   ---------
     Total liabilities and shareholders' equity ........  $ 733,290   $ 735,472
                                                          =========   =========

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,
                                                             1999     1998
                                                            ------   ------
Interest and dividend income:
   Loans receivable .....................................  $ 7,781   $5,506
   Securities available for sale ........................    3,792    3,405
   Federal funds sold and interest-bearing deposits .....      272       35
   Federal Home Loan Bank stock .........................      119       63
                                                            ------   ------
     Total interest and dividend income .................   11,964    9,009
                                                            ------   ------
Interest expense:
   Deposits .............................................    4,212    3,466
   Borrowings ...........................................    2,359    1,681
                                                            ------   ------
     Total interest expense .............................    6,571    5,147
                                                            ------   ------
     Net interest income ................................    5,393    3,862

Provision for loan losses ...............................      255      225
                                                            ------   ------
     Net interest income after provision
       for loan losses ..................................    5,138    3,637
                                                            ------   ------
Non-interest income:
   Service charges on deposit accounts ..................      333      212
   Net gains on securities transactions .................       --        7
   Other ................................................       91      106
                                                            ------   ------
     Total non-interest income ..........................      424      325
                                                            ------   ------
Non-interest expenses:
   Salaries, wages and benefits .........................    1,824    1,585
   Occupancy and equipment ..............................      629      413
   Data processing ......................................      235      309
   Correspondent bank processing fees ...................       54       30
   Real estate owned and repossessed assets expenses, net       26        8
   Professional fees ....................................       88      138
   Amortization of goodwill .............................      133       --
   Other ................................................      757      671
                                                            ------   ------
     Total non-interest expenses ........................    3,746    3,154
                                                            ------   ------
Income  before taxes ....................................    1,816      808
Income tax expense ......................................      781      362
                                                            ------   ------
     Net income .........................................   $1,035   $  446
                                                            ======   ======

Basic earnings per share                                    $ 0.21   $ 0.12
Diluted earnings per share                                  $ 0.20   $ 0.11

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,
                                                              1999        1998
                                                           --------    --------
Increase (decrease) in cash and cash equivalents:
Cash flows from operating activities:
   Net income ............................................ $  1,035    $    446
   Adjustments to reconcile net income  to net
   cash provided by operating activities:
     Depreciation and amortization .......................      371         177
     Provision for loan losses ...........................      255         225
     Provision for losses and writedowns on 
          real estate owned and repossessed assets .......        1           3
     Net loss on sale of real estate owned and
          repossessed assets .............................        1        --
     ESOP compensation expense ...........................      188         219
     RRP expense .........................................       79         113
     Net gains on securities transactions ................     --            (7)
     Net amortization on securities ......................      301         242
     (Increase) decrease in accrued interest receivable
          and other assets ...............................      (98)        771
     Increase in accrued interest payable, accrued 
          expenses and other liabilities .................    2,334         104
                                                           --------    --------
                Net cash provided by
                      operating activities ...............    4,467       2,293
                                                           --------    --------

Cash flows from investing activities:
     Proceeds from sales and redemptions of
          securities available for sale ..................    7,000      41,041
     Purchases of securities available for sale ..........  (43,140)    (41,749)
     Proceeds from principal paydowns and
           maturities of securities available for sale ...   24,751      12,546
     Purchase of FHLB stock ..............................     --          (207)
     Net decrease (increase) in loans made to customers ..      673      (2,895)
     Purchases of premises and equipment .................     (281)        (68)
     Proceeds from sale of real estate owned and
          repossessed assets .............................      125          77
                                                           --------    --------
                Net cash (used in) provided by
                      investing activities ...............  (10,872)      8,745
                                                           --------    --------



                                    (Continued)


                                       5
<PAGE>
AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Interim Statements of Cash Flows, Continued (unaudited)
(dollars in thousands)                                         Three months
                                                              ended March 31,
                                                             1999        1998
                                                           --------    --------
     Cash flows from financing activities:
          (Decrease) in deposits ........................    (2,785)     (8,817)
          Net (decrease) in FHLB overnight advances .....      (111)    (12,300)
          Proceeds from repurchase agreements ...........      --        20,000
          Repayments of repurchase agreements ...........      --        (2,600)
          Decrease in advances from borrowers for taxes
              and insurance ..............................     (504)       (583)
          Purchase of Treasury Stock ....................    (1,557)       (876)
          Excercise of options ..........................        34        --
          Dividends paid ................................      (374)       (256)
                                                           --------    --------
               Net cash provided by financing activities     (5,297)     (5,432)
                                                           --------    --------

     Net (decrease) increase in cash and cash equivalents   (11,702)      5,606
     Cash and cash equivalents at beginning of period ...    42,815      10,225
                                                           --------    --------
     Cash and cash equivalents at end of period .........  $ 31,113    $ 15,831
                                                           ========    ========


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

     Interest ...........................................  $  6,621    $  5,061
                                                           ========    ========

     Income taxes .......................................      --      $    267
                                                           ========    ========

Noncash investing and financing activities:
     Net transfer of loans to real estate owned and
          repossessed assets ............................  $     50    $     77
                                                           ========    ========


     Adjustment of securities available for sale to 
          fair value, net of tax ........................  ($   521)   ($    95)
                                                           ========    ========

 
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,  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, 1999 and March 31, 1998 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) 1998 Annual Report on Form 10-K. The results of operations for
the interim periods are not necessarily  indicative of the results of operations
to be expected for the full fiscal year ended December 31, 1999.

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

(3)  Earnings per Share

     Basic  earnings per share  excludes  dilution and is calculated by dividing
net income  available to common  shareholders by the weighted  average number of
shares outstanding during the period.  Shares of restricted stock 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 of common stock.

     The  calculation  of basic  earnings  per  share  (basic  EPS) and  diluted
earnings per share (diluted EPS) is as follows:

                                                          Weighted
                                             Net           Average     Per Share
                                           Income          Shares       Amount
                                        ------------     ----------    ---------
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
                                             ======       =========        =====
For the quarter ended March 31, 1998

Basic EPS
Net Income available to common shareholders    $446       3,828,636        $0.12
                                             ======                        =====
Effect of Dilutive Securities:
Stock Options                                                62,499
Unvested RRP shares                                          36,769
                                                          ---------
Diluted EPS
Net Income available to common shareholders
  plus assumed conversions                     $446       3,927,904        $0.11
                                             ======       =========        =====

                                       7
<PAGE>

(4)  Comprehensive Income

     The Company has adopted  SFAS No. 130,  "Reporting  Comprehensive  Income,"
which  establishes  standards  for the  reporting  and display of  comprehensive
income  and  its  components  in  financial  statements.   Comprehensive  income
represents  the sum of net  income  and items of "other  comprehensive  income,"
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.
While SFAS No. 130 does not require a specific reporting format, it does require
that an enterprise display an amount representing total comprehensive income for
each  period  for which an income  statement  is  presented.  Accumulated  other
comprehensive  income,  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, 1999 and
1998 was $514,000 and $351,000, respectively.

(5)   Segments of an Enterprise

     In June 1997, the FASB issued SFAS No. 131,  "Disclosures about Segments of
an Enterprise and Related  Information." SFAS No. 131 establishes  standards for
the way that public  business  enterprises  report  information  about operating
segments.  For the  Company,  the  statement  became  effective  for its  annual
financial  statements for the year ended December 31, 1998. The Company  engages
in the traditional operations of a community banking enterprise, principally the
delivery of loan and deposit products and other financial  services.  Management
makes operating decisions and assesses performance based on an ongoing review of
the Company's community banking operations,  which constitute the Company's only
operating  segment  for  financial  reporting  purposes.  The  Company  operates
primarily  in upstate New York in  Montgomery,  Fulton,  Schenectady,  Saratoga,
Albany, Otsego, Chenango and Schoharie counties and surrounding areas.



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 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").

     On November 16, 1998, the Company acquired AFSALA Bancorp,  Inc. ("AFSALA")
and its wholly owned subsidiary,  Amsterdam Federal Bank. Pursuant to the merger
agreement,  AFSALA  was merged  with and into  Ambanc  Holding  Co.,  Inc.,  and
Amsterdam  Federal  Bank was merged with and into the former  Amsterdam  Savings
Bank,  FSB. The combined  bank now  operates as one  institution  under the name
"Mohawk Community Bank" (the "Bank"). See "Acquisition of AFSALA Bancorp, Inc."

                                       8
<PAGE>
     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, other income, such as fees on deposit-related services, and the Bank's
provision for loan losses.

     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.  The ratio of the Bank's net loans  to assets
ratio was 57.3% at March 31, 1999.  In addition,  the Bank's  portfolio of loans
secured by one- to four-family  residential  mortgage and home equity loans as a
percentage  of the Bank's total loan  portfolio  was 84.9% at March 31, 1999, up
from 84.3% at December 31, 1998.

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  possibility  that  expected  cost
savings from the merger with AFSALA cannot be fully realized or realized  within
the expected time frame, the possibility  that costs or difficulties  related to
the intergration of the businesses of the Company and AFSALA may be greater than
expected and the possibility that revenues  following the merger with AFSALA may
be greater than  expected.  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.

Acquisition Of AFSALA Bancorp, Inc.

     On November 16, 1998, the Company  acquired  AFSALA  Bancorp,  Inc. and its
wholly owned  subsidiary,  Amsterdam  Federal  Bank.  At the date of the merger,
AFSALA had approximately  $167.1 million in assets,  $144.1 million in deposits,
and $19.2 million in  shareholders' equity.  Pursuant to the merger  agreement,
AFSALA was merged with and into Ambanc Holding Co., Inc., and Amsterdam  Federal
Bank was merged  with and into the  former  Amsterdam  Savings  Bank,  FSB.  The
combined bank now operates as one institution  under the name "Mohawk  Community
Bank".
                                       9
<PAGE>

     Upon  consummation  of the merger,  each share of AFSALA  common  stock was
converted into the right to receive 1.07 shares of Ambanc common stock. Based on
the 1,249,727  shares of AFSALA common stock issued and outstanding  immediately
prior to the merger,  the Company issued 1,337,207 shares of common stock in the
merger. Of the 1,337,207 shares issued in the merger, 1,327,086 were issued from
the Company's  treasury stock and 10,121 were newly-issued  shares. In addition,
under the  merger  agreement,  the  Company  assumed  unexercised,  fully-vested
options to purchase  144,118 shares of AFSALA common stock which  converted into
fully-vested options to purchase 154,206 shares of Ambanc common stock.

     The acquisition  was accounted for using purchase  accounting in accordance
with APB Opinion No. 16,  "Business  Combinations"  (APB No. 16). Under purchase
accounting,  the purchase price is allocated to the respective  assets  acquired
and liabilities assumed based on their estimated fair values. The acquisition of
AFSALA resulted in approximately  $8.0 million in excess of cost over net assets
acquired  ("goodwill").  Goodwill is being amortized to expense over a period of
fifteen  years using the  straight-line  method.  The results of  operations  of
AFSALA have been included in the Company's consolidated statements of income for
periods subsequent to the date of acquisition.


Financial Condition

     Comparison of Financial  Condition at March 31, 1999 and December 31, 1998.
Total assets  decreased  by $2.2 million or 0.3% to $733.3  million at March 31,
1999 from $735.5  million at December  31, 1998,  primarily  due to decreases in
cash and cash  equivalents and loans  receivable, net, of $11.7 million and $978
thousand,  respectively,  offset by an increase in securities available for sale
of $10.2 million.

     Cash  and  cash  equivalents  decreased  $11.7  million,  or 27.3% to $31.1
million at March 31, 1999 from $42.8  million at December 31, 1998.  Conversely,
securities  available for sale  increased by $10.2  million,  or 4.2%, to $254.5
million at March 31, 1999 from $244.2 million at December 31, 1998. These shifts
were primarily the result of the  re-investment of funds from federal funds sold
into securities available for sale.

     Loans  receivable,  net  decreased  $978  thousand  from $420.9  million at
December  31,  1998,  to $420.0  million at March 31,  1999, a decrease of 0.2%.
Likewise,  deposits decreased $2.8 million,  or 0.6%, to $458.6 million at March
31,  1999.  However,  accrued  expenses  and other  liabilities  increased  $2.4
million,  or 53.0%,  to $6.9  million at March 31, 1999.  This  increase was the
result of a change in processing  whereby teller drafts and money orders are now
drawn upon the Bank and ultimately  paid through the Bank's Federal Reserve Bank
correspondent   account  and  are   included  in  accrued   expenses  and  other
liabilities.  Previously,  these items were drawn against a  correspondent  bank
account.

     Shareholders' equity decreased $1.1 million, or 1.3%, from $85.9 million at
December  31, 1998 to $84.8  million at March 31,  1999,  due  primarily  to the
repurchases  of stock and the payment of cash dividends of $1.6 million and $374
thousand,  respectively.  These  decreases  were  offset  by net  income of $1.0
million for the quarter. Other significant items impacting  shareholders' equity
during the first  quarter of 1999 were the  release of 11,754 ESOP  shares,  the
continued  amortization  of the  unearned  RRP  shares,  and the  change  in net
unrealized gain or loss on securities available for sale, net of tax.

                                       10
<PAGE>

Comparison  of  Operating  Results for the Three Months Ended March 31, 1999 and
1998.


     Net Income. Net income increased by $589 thousand, or 132.1%, for the three
months  ended March 31, 1999 to $1.0  million  from $446  thousand for the three
months  ended March 31,  1998.  Net income for the three  months ended March 31,
1999  increased  primarily  as a result of  increased  net  interest  income and
non-interest income, offset in part by an increase in non-interest expenses, and
the provision for loan losses.  As previously  noted,  on November 16, 1998, the
Company acquired AFSALA Bancorp, Inc. and its wholly owned subsidiary, Amsterdam
Federal Bank.  Many of the changes noted below,  including  increases in average
balances and certain income and expenses,  are the result of AFSALA's operations
being  included in the 1999 period but not in the 1998  period.  These and other
changes are discussed in more detail below.


     Net Interest Income. Net interest income increased $1.5 million,  or 39.6%,
to $5.4  million for the three months ended March 31, 1999 from $3.9 million for
the three months ended March 31, 1998.  The increase in net interest  income was
primarily due to an increase of $208.1 million, or 42.2%, in the average balance
of earning assets  (primarily due to the acquisition of AFSALA),  in addition to
an increase in interest  rate spread from 2.40% for the three months ended March
31,  1998 to 2.45% for the three  months  ended  March  31,  1999,  offset by an
increase  in the  average  balance  of  interest-bearing  liabilities  of $178.7
million (primarily due to the acquisition of AFSALA), or 42.8%.

     Earning assets primarily consist of loans receivable,  securities available
for sale,  federal  funds  sold,  FHLB of New York stock,  and  interest-bearing
deposits.  Interest-bearing  liabilities  primarily 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 2.45% for the three months ended March 31, 1999 from 2.40% for the
three months ended March 31, 1998.  The increase in the interest  rate spread is
primarily  the result of the  decrease in the average  cost of  interest-bearing
liabilities  being  greater  than the  decrease in the average  yield on earning
assets.


     Interest and Dividend  Income.  Interest and dividend  income  increased by
approximately  $3.0  million,  or 32.8%,  to $12.0  million for the three months
ended March 31,  1999 from $9.0  million  for the three  months  ended March 31,
1998. The increase was largely the result of an increase of $208.1  million,  or
42.2%,  in the average balance of earning assets to $701.1 million for the three
months ended March 31, 1999, as compared to $493.0  million for the three months
ended March 31,  1998.  The  increase in the average  balance of earning  assets
consisted  primarily of increases in the average balance of loans  receivable of
$139.5 million,  or 48.9%,  securities  available for sale of $44.0 million,  or
21.9%,  FHLB of New York stock of $3.8  million,  or 109.9 %, and federal  funds
sold and interest-bearing  deposits of $20.8 million.  Offsetting the effects of
the  increase  in the  average  balance of earning  assets was a 49 basis  point
decrease in the average yield on total earning assets.  The yield on the average
balance of earning  assets was 6.92% and 7.41% for the three  months ended March
31, 1999 and 1998, respectively.

                                       11
<PAGE>

     Interest  and fees on loans  increased  $2.3  million,  or  41.3%,  to $7.8
million for the three months ended March 31, 1999.  This  increase was primarily
the result of an  increase  in the average  balance of net loans  receivable  of
$139.5 million offset by a 40 basis point decrease in the average yield.

     Interest  income on securities  available for sale increased $386 thousand,
or 11.3%,  to $3.8  million for the three  months ended March 31, 1999 from $3.4
million for the same period of the previous year. This increase is primarily the
result of an increase in the average balance of securities available for sale of
$44.0 million  offset by a 59 basis point decrease in the average yield on these
securities.


     Interest  Expense.  Total interest  expense  increased by $1.4 million,  or
27.6%,  to $6.6  million  for the three  months  ended  March 31, 1999 from $5.1
million  for  the  three   months   ended   March  31.   1998.   Total   average
interest-bearing  liabilities  increased by $178.7 million,  or 42.8%, to $595.7
million for the first  quarter of 1999  compared to $417.1  million for the same
period of the previous year.  During the same periods,  the average rate paid on
interest-bearing liabilities decreased by 54 basis points to 4.47% from 5.01%.

     Total interest  expense for the three months ended March 31, 1999 increased
primarily due to an increase in the average  balance of total  borrowed funds to
$173.7 million from $112.2 million,  partially  offset by a decrease of 57 basis
points, to 5.51%, in the average rate paid for these funds during the period. In
addition,  interest expense relative to savings,  certificates of deposits,  and
money market accounts increased as a result of increases in the average balances
on these deposit accounts as a result of the acquisition of AFSALA.



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.

















                                       12
<PAGE>
<TABLE>
<CAPTION>
                                                                      Three months ended March 31,
                                                              1999                                   1998
                                          ------------------------------------   -------------------------------------
                                                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                              $425,163      $7,781     7.42%       $285,621       $5,506     7.82%
  Securities-available for sale                  244,726       3,792     6.20%        200,729        3,405     6.79%
  Federal Home Loan Bank Stock                     7,215         119     6.69%          3,437           63     7.43%
  Federal Funds Sold & 
     interest-bearing deposits                    23,983         272     4.54%          3,182           35     4.40%
                                          --------------   ---------  --------   ------------   ----------  ----------
      Total earning assets                       701,087      11,964     6.92%        492,969        9,009     7.41%
                                          --------------   ---------  --------   ------------   ----------  ----------
Allowance for Loan Losses                         (4,983)                              (3,875)
Due from Brokers                                     511                                1,753
Unrealized Gain/(Loss)-AFS Securities                355                                 (154)
Other Assets                                      30,027                               14,896
                                          ---------------                         ------------
Total Assets                                    $726,997                             $505,589
                                          ===============                         ============

Interest-Bearing Liabilities
  Savings deposits                               138,831         992     2.90%         96,660          723     3.03%
  NOW  deposits                                   33,010         144     1.77%         21,538          135     2.54%
  Certificates of deposit                        227,743       2,861     5.09%        179,848        2,559     5.77%
  Money Market Accounts                           22,402         215     3.89%          6,800           49     2.92%
  Borrowed Funds                                 173,746       2,359     5.51%        112,204        1,681     6.08%
                                          --------------   ---------  --------   ------------   ----------  ----------
      Total interest-bearing liabilities         595,732       6,571     4.47%        417,050        5,147     5.01%
                                          --------------   ---------  --------   ------------   ----------- ----------
Demand Deposits                                   36,903                               22,113
Other Liabilities                                  8,775                                5,818
                                          ---------------                         ------------
Total Liabilities                                641,410                              444,981
                                          ---------------                         ------------
Stockholders' Equity                              85,587                               60,608
                                          ---------------                         ------------
Total Liabilities & Equity                      $726,997                             $505,589
                                          ===============                         ============

    Net interest income                                       $5,393                                $3,862

    Interest rate spread                                                 2.45%                                 2.40%

    Net earning assets                          $105,355                              $75,919

    Net interest margin                                                  3.12%                                 3.18%

    Average Earning Assets/Average
     Interest-Bearing Liabilities                117.68%                              118.20%

</TABLE>
                                       13
<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,
                                                           1999 vs. 1998
                                                --------------------------------
                                                       Increase
                                                      (Decrease)
                                                        Due to           Total
                                                ---------------------  Increase
                                                  Volume       Rate   (Decrease)
                                                ---------    -------- ----------
Earning Assets                                       (Dollars in thousands)
  Loans receivable ..........................    $ 2,538     ($  263)    $ 2,275
  Securities available for sale .............        640        (253)        387
  Federal Home Loan Bank Stock ..............         62          (6)         56
  Federal Funds sold and interest-bearing 
     deposits ...............................        236           1         237
                                                ---------    -------- ----------
      Total earning assets ..................      3,476        (521)      2,955

Interest-Bearing Liabilities
  Savings deposits ..........................        300         (31)        269
  NOW  deposits .............................         21         (12)          9
  Certificates of deposit ...................        539        (237)        302
  Money Market Accounts .....................        145          21         166
  Borrowed Funds ............................        819        (141)        678
                                                ---------    -------- ----------
      Total interest-bearing liabilities ....    $ 1,824     ($  400)    $ 1,424

    Net interest income .....................                            $ 1,531
                                                                      ==========


     Provision for Loan Losses. The Company's provision for loan losses is based
upon  its  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 Bank's
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 Bank's ratio of non-performing  loans to
total  loans  was  0.71% and 0.68% at March  31,  1999 and  December  31,  1998,
respectively. The provision for loan losses for the three months ended March 31,
1999  increased  $30 thousand to $255  thousand from $225 thousand for the three
months ended March 31, 1998.


     Non-Interest  Income.  Total non-interest income increased by $99 thousand,
or 30.5%,  to $424  thousand for the three months ended March 31, 1999 from $325
thousand  for the three  months  ended  March  31,  1998,  primarily  due to the
increase  in  service   charges  on  deposit   accounts   attributable   to  the
restructuring of service charges on certain deposit products,  in addition to an
increase in the number of deposit accounts due to the acquisition of AFSALA.

                                       14
<PAGE>

     Non-Interest  Expenses.  Non-interest  expenses increased $592 thousand, or
18.8%,  to $3.7  million  for the three  months  ended  March 31, 1999 from $3.2
million for the three months ended March 31, 1998.  Non-interest  expenses  were
impacted  by  increased  salaries,  wages  and  benefits  primarily  due  to the
additional  AFSALA  branches  acquired,  in  addition  to  the  acceleration  of
depreciation and amortization of equipment and leasehold  improvements,  and the
amortization  of goodwill as a result of the  acquisition  of AFSALA.  These and
other changes are discussed in more detail below.

     Salaries,  wages and benefits  increased by $239  thousand,  or 15.1%,  due
primarily  to  increased  costs as a result of the  acquisition  of AFSALA,  the
opening of a new branch in February  1999, as well as general cost of living and
merit raises to employees. Management believes that salaries, wages and benefits
may  fluctuate  in  future  periods  as a result  of the  costs  related  to the
Company's ESOP, as the expense related to the ESOP is dependent on the Company's
average stock price.

     Occupancy and equipment increased $216 thousand, or 52.3%, to $629 thousand
for the three months ended March 31, 1999,  from $413 thousand in 1998 primarily
due to the  acceleration  of  depreciation  and  amortization  of equipment  and
leasehold  improvements on a branch being closed as a result of the acquisition.
In addition,  rent and maintenance  expense increased as a result of the opening
of a new  branch  in  February  1999 and the  four  additional  AFSALA  branches
acquired in the merger.

     Data  processing  decreased $74 thousand,  or 23.9%,  from $309 thousand in
1998 to $235 thousand for the three months ended March 31, 1999 primarily due to
cost  efficiencies  associated with the newly converted core application  (loans
and deposits) data system.

     Non-interest  expenses for the three  months ended March 31, 1999  included
the  amortization of goodwill  totaling  approximately  $133 thousand,  which is
being amortized to expense over fifteen years using the straight-line method.

     Other non-interest expenses increased approximately $86 thousand, or 12.8%,
to $757  thousand for the three months ended March 31, 1999 when compared to the
previous period.  This increase was primarily due to the replacement of supplies
related to the change of the Bank's name,  additional courier services for check
processing and telephone expense due to the added AFSALA branches.


     Income Tax  Expense.  Income tax expense  increased  by $419  thousand,  or
115.7%,  to $781  thousand  for the three  months ended March 31, 1999 from $362
thousand for the three months ended March 31, 1998.  The increase was  primarily
the result of the increase in income before taxes.









                                       15
<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,  Dec.31,
                                                1999      1998
                                               ------    ------
                                            (Dollars in thousands)
Non-accruing loans:
   One-to four-family (1) ..................   $1,221    $1,018
   Multi-family ............................     --        --
   Commercial real estate ..................       46        20
   Consumer ................................      412       342
   Commercial business .....................      243       230
                                               ------    ------
     Total .................................    1,922     1,610
                                               ------    ------
Accruing loans delinquent more than 90 days:
   One-to four-family (1) ..................      191       358
   Multi-family ............................     --        --
   Commercial real estate ..................      199       215
   Consumer ................................        1         7
   Commercial business .....................     --        --
                                               ------    ------
     Total .................................      391       580
                                               ------    ------
Troubled debt restructured loans:
   One-to four-family (1) ..................       85        85
   Multi-family ............................     --        --
   Commercial real estate ..................      534       537
   Consumer ................................     --        --
   Commercial business .....................       88        92
                                               ------    ------
     Total .................................      707       714
                                               ------    ------
Total non-performing loans .................    3,020     2,904
                                               ------    ------
Real estate owned and repossessed assets:
   One-to four-family (1) ..................      252       313
   Multi-family ............................     --        --
   Commercial real estate ..................       30        30
   Consumer ................................       39        56
   Commercial business .....................     --        --
                                               ------    ------
     Total .................................      321       399
                                               ------    ------
Total non-performing assets ................   $3,341    $3,303
                                               ======    ======

Total as a percentage of total assets ......     0.46%     0.45%

(1)  Includes home equity loans.



                                       16
<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,
                                           1999         1998
                                          -------     -------
                                             (In thousands)

Balance at beginning of period ........   $ 4,891     $ 3,807

Charge-offs:
     One- to four-family ..............       (10)         (6)
     Multi-family .....................      --          --
     Commercial real estate ...........      --          --
     Consumer .........................       (34)        (92)
     Commercial business ..............      --          --
                                          -------     -------
        Total charge-offs .............       (44)        (98)
                                          -------     -------

Recoveries:
     One- to four-family ..............      --             1
     Multi-family .....................      --          --
     Commercial real estate ...........        25        --
     Consumer .........................        11          13
     Commercial business ..............        12           4
                                          -------     -------
        Total recoveries ..............        48          18
                                          -------     -------

Net recoveries (charge-offs) ..........         4         (80)
Provisions charged to operations ......       255         225
                                          -------     -------
Balance at end of period ..............     5,150       3,952
                                          =======     =======

Ratio of allowance for loan
losses to total loans (period end) ....      1.21%       1.37%

Ratio of allowance for loan losses
to non-performing loans (at period end)    170.53%     127.81%

Ratio of net recoveries (charge-offs)
during the period to average 
loans outstanding during period .......      0.00%     (0.03%)


                                       17
<PAGE>

Liquidity and Capital Resources


     The Bank is required by OTS  regulations  to  maintain,  for each  calendar
quarter,  a daily average balance of cash and eligible liquid investments of not
less than 4% of (i) the amount of its net  withdrawable  accounts and borrowings
(due in one year or less) at the end of the preceding calendar quarter;  or (ii)
the average daily balance of its net  withdrawable  accounts and borrowings (due
in one year or less)  during the  preceding  calendar  quarter.  This  liquidity
requirement may be changed from time to time by the OTS to any amount within the
range of 4% to 10%. The Bank's average  liquidity ratio was 31.35% and 31.97% at
March 31, 1999 and December 31, 1998, 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, 1999 and December 31, 1998,  the Company had $21.3  million
and $21.4 million,  respectively, in outstanding borrowings from the FHLB of New
York and $152.4 million in securities repurchase agreements.

     As of March 31, 1999 and December 31, 1998,  the Company had $254.5 million
and $244.2  million of  securities,  respectively,  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 commitments 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, 1999, the Bank's capital exceeded each of the
regulatory  capital  requirements of the OTS. The Bank is "well  capitalized" at
March 31, 1999 according to regulatory definition. At March 31, 1999, the Bank's
tangible  and core  capital  levels  were  both  $64.9  million  (8.98% of total
adjusted  assets)  and its total  risk-based  capital  level  was $68.8  million
(21.79% of total  risk-weighted  assets).  The minimum  regulatory capital ratio
requirements of the Bank are 1.5% for tangible  capital,  3.0% for core capital,
and 8.0% for total risk-based capital.

     During the first  three  months of 1999,  the  Company  repurchased  95,500
shares of its common stock in open-market  transactions  at a total cost of $1.6
million.

                                       18
<PAGE>

Impact of the Year 2000


     The  Year  2000  issue  confronting  the  Company,  its  vendors,  and  its
customers,  centers on the inability of some  computer  systems to recognize the
year  2000.  Many  existing  computer  programs  and  systems   originally  were
programmed  with six digit dates that  provided  only two digits to identify the
calendar  year in the date  field.  With the  impending  new  millennium,  these
programs and computers will recognize "00" as the year 1900 rather than the year
2000.

     Financial  institution  regulators recently have increased their focus upon
Y2K compliance issues and have issued guidance  concerning the  responsibilities
of  senior  management  and  directors.   The  Federal   Financial   Institution
Examination  Council has issued  several  interagency  statements on Y2K project
management awareness.  These statements require financial institutions to, among
other things,  examine the Y2K  implications  of their  reliance on vendors with
respect  to data  exchange  and the  potential  impact of the Y2K issue on their
customers, suppliers and borrowers. These statements also require each federally
regulated  financial  institution  to survey its exposure,  measure its risk and
plan to address the Y2K issue. In addition,  the federal banking regulators have
issued  safety and  soundness  guidelines  to be followed by insured  depository
institutions  to ensure  resolution  of any Y2K  problems.  The federal  banking
agencies have indicated that Y2K testing and  certification  is a key safety and
soundness  issue  in  conjunction  with  regulatory  exams  and  thus,  that  an
institution's  failure to address  appropriately  the Y2K issue could  result in
supervisory  action,  including the reduction of the  institution's  supervisory
ratings,  the denial of application  for approval of mergers or  acquisitions or
the imposition of civil money penalties.

     The Company has formulated a plan  addressing the Y2K issue and established
a seven member  steering  committee.  The  Company's  steering  committee  meets
monthly  and reports on a quarterly  basis to the Board of  Directors  as to the
Company's  progress in resolving  any Y2K  problems.  The  committee  created an
action  plan  that  includes  milestones,  budget,  estimates,  strategies,  and
methodologies  to track and  report the  status of the  project.  Members of the
committee  attended  conferences  to gain  more  insight  into the Y2K issue and
potential  strategies for addressing it. These strategies were further developed
with respect to how the objectives of the Y2K plan would be achieved,  and a Y2K
business  risk  assessment  was made to quantify the extent of the Company's Y2K
exposure.  A Company  inventory  was  developed  to  identify  and  monitor  Y2K
readiness for information systems, including hardware, software, and vendors, as
well as environmental  systems,  including security systems and facilities.  The
Company  inventory  revealed  that Y2K upgrades  were  available  for all vendor
supplied  mission  critical  systems,  and these  Y2K-ready  versions  have been
delivered,  installed and have entered the  validation  process.  The validation
phase is designed to test the ability of  hardware  and  software to  accurately
process date sensitive data.  During the validation  testing process to date, no
significant  Y2K  problems  have been  identified  relating  to any  modified or
upgraded mission critical systems.

     During the  assessment  phase,  the  Company  began to  develop  back-up or
contingency plans for each of its mission critical systems.  The majority of the
Company's  mission  critical  systems are  dependent  upon third  party  service
providers or vendors, therefore, contingency plans include using or reverting to
manual systems until system problems can be corrected or selecting a new vendor.
In the event a current vendor's system fails during the validation phase, and it
is determined that the vendor is unable or unwilling to correct the failure, the
Company will convert to a new system from a list of prospective vendors.

                                       19
<PAGE>

     The  Company  has  identified  a worst case  scenario  that  envisions  the
possibility of the lack of power or communication  services for a period of time
in excess of a day.  Contingency  planning is an integral  part of the Company's
Y2K readiness plan. Key operating personnel are actively analyzing services that
will be  supported  during  extended  outages and  preparing  written  plans and
procedures to train Bank personnel.

     There can be no assurance that Year  2000-related  problems will not occur.
Despite the  Company's  efforts to identify and address  Year 2000 issues,  such
issues  presents  risks  to the  Company,  including  business  disruptions  and
financial losses.

     Since the  inception of the Year 2000  project,  the costs  incurred by the
Company to address Year 2000 compliance  were  approximately  $41 thousand.  The
Company  estimates  it will incur up to  approximately  $100  thousand in direct
costs during  fiscal 1999 to support its  compliance  initiatives.  Although the
Company  expects its systems to be Year 2000 compliant on or before December 31,
1999, it cannot predict the outcome or the success of its Year 2000 program. The
Company  also  cannot  predict  whether  third party  systems  will be Year 2000
complaint, or whether the costs required to address the Year 2000 issue, and the
impact of a failure to achieve substantial Year 2000 compliance, will not have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of operations.


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 Pronouncements


     In June 1999,  the FASB  issued SFAS 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.  This  Statement  is
effective for all fiscal quarters of fiscal years beginning after June 15, 1999.
Management is currently evaluating the impact of this Statement on the Company's
consolidated financial statements.

                                       20
<PAGE>

Item 3.


     Quantitative And Qualitative Disclosures About Market Risk


     There have been no material  changes in the  Company's  interest  rate risk
position  since December 31, 1998.  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


               A Current  Report  on Form  8-K/A  was  filed by the  Company  on
               January 29, 1999  amending the Company's  Current  Report on Form
               8-K for the event of November 16, 1998. The Form 8-K/A  contained
               pro forma  financial  information  required  by Item 7(b) of Form
               8-K.

















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<PAGE>



                                   SIGNATURES


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

AMBANC HOLDING CO., INC.


/s/ John M. Lisicki


John M. Lisicki
President and Chief Executive Officer
(Principal Executive Officer)
Date:  May 17, 1999


/s/ James J. Alescio

James J. Alescio
Senior Vice President, CFO and Treasurer
(Principal Financial and Accounting Officer)
Date:  May 17, 1999























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<PAGE>

                                 EXHIBITS INDEX




Exhibit 27     Financial Data Schedule




































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