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 June 30, 1997
                                        ---------------
                                       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 August 14, 1997
-----------------------------                -----------------------------------
Common Stock, $.01 Par Value                             4,175,133

<PAGE>


AMBANC HOLDING CO., INC. AND SUBSIDIARIES
FORM 10-Q
June 30, 1997
-----------------------------------------


                                      Table of Contents
                                      -----------------

Part I.   FINANCIAL INFORMATION
          ---------------------

Item 1.        Financial Statements (unaudited):

            Consolidated Interim Statements of Income for the three months
            and six months ended June 30, 1997 and 1996.....................  3

            Consolidated Interim Statements of Financial Condition at June
            30, 1997 and December 31, 1996..................................  4

            Consolidated Interim Statements of Cash Flows for the six months
            ended June 30, 1997 and 1996....................................  5

            Summarized Notes to Consolidated Interim Financial Statements...  7

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


Part II.   OTHER INFORMATION
           -----------------

Item 4.     Submissions of Matters to a Vote of Security Holders............ 19

Item 6.     Exhibits and Reports on Form 8-K................................ 19

SIGNATURES.................................................................. 20


EXHIBITS INDEX.............................................................. 21

<PAGE>
Part I.  Financial Information 
         ---------------------
Item 1.
-------

AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Interim Statements of Income (unaudited)
(dollars in thousands, except per share amounts)
-----------------------------------------------------
<TABLE>
<CAPTION>
                                                                  The Six Months               Three Months  
                                                                   Ended June 30,               Ended June 30, 
                                                                1997          1996           1997          1996
                                                            -----------   -----------    -----------   -----------
<S>                                                             <C>            <C>            <C>             <C>
Interest and dividend income:
   Loans ................................................   $     9,944   $     9,985    $     5,053   $     4,936
   Securities available for sale ........................         7,157         3,714          3,498         2,494
   Federal Funds Sold ...................................           258           715            170           101
   Federal Home Loan Bank stock .........................            89            63             52            31
                                                            -----------   -----------    -----------   -----------
     Total interest and dividend income .................        17,448        14,477          8,773         7,562
                                                            -----------   -----------    -----------   -----------

Interest Expense:
   Deposits .............................................         6,451         6,320          3,348         3,058
   Borrowings ...........................................         2,969           623          1,417           623
                                                            -----------   -----------    -----------   -----------
    Total interest expense ..............................         9,420         6,943          4,765         3,681
                                                            -----------   -----------    -----------   -----------
    Net interest income .................................         8,028         7,534          4,008         3,881

Provision for loan losses ...............................           638         2,061            275           433
                                                            -----------   -----------    -----------   -----------
    Net interest income after provision
    for loan losses .....................................         7,390         5,473          3,733         3,448
                                                            -----------   -----------    -----------   -----------

Non-interest income:
   Service charges on deposit accounts ..................           376           349            195           173
   Net gains (losses) on securities transactions ........           177           (98)           178             0
   Other ................................................          150           113             96            59
                                                            -----------   -----------    -----------   -----------
     Total non-interest income ..........................           703           364            469           232
                                                            -----------   -----------    -----------   -----------

Non-interest expense:
   Salaries, wages and benefits .........................         2,891         2,461          1,545         1,207
   Occupancy and equipment ..............................           711           673            377           332
   Data processing ......................................           457           426            225           205
   Federal deposit insurance premium ....................            19             1             10             0
   Correspondent bank processing fees ...................            64            57             30            29
   Real estate owned and repossessed assets expenses, net           243           283            133           156
   Professional fees ....................................           155           220             46            80
   Other ................................................         1,588         1,449            947           869
                                                            -----------   -----------    -----------   -----------
      Total non-interest expenses .......................         6,128         5,570          3,313         2,878
                                                            -----------   -----------    -----------   -----------

Income  before taxes ....................................         1,965           267            889           802
Income tax expense ......................................           741            71            317           292
                                                            -----------   -----------    -----------   -----------
      Net income ........................................   $     1,224   $       196    $       572   $       510
                                                            ===========   ===========    ===========   ===========



Net income per common share .............................   $      0.30   $      0.04    $      0.14   $      0.10
                                                            ===========   ===========    ===========   ===========
  
Weighted average common shares outstanding ..............     4,017,979     4,995,722      4,024,536     5,002,525

                                                            ===========   ===========    ===========   ===========
</TABLE>

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)
------------------------------------------------------
                                                           June 30      Dec.31,
                                                            1997         1996
                                                          ---------   ---------
                            Assets
                            ------
                                                                               
Cash and due from banks ................................  $   5,872   $   6,387
Federal funds sold .....................................     14,300       4,500
                                                          ---------   ---------
     Cash and cash equivalents .........................     20,172      10,887

Securities available for sale, at fair value ...........    184,020     200,539
Loans receivable, net of unamortized fees ..............    271,547     251,532
     Allowance for loan losses .........................     (3,798)     (3,438)
                                                          ---------   ---------
     Loans receivable, net .............................    267,749     248,094
Accrued interest receivable ............................      3,169       3,201
Premises and equipment, net ............................      3,200       2,784
Federal Home Loan Bank of New York stock, at cost ......      3,291       2,029
Real estate owned and repossessed assets ...............        290         715
Other assets ...........................................      3,088       4,172
                                                          ---------   ---------
     Total assets ......................................  $ 484,979   $ 472,421
                                                          =========   =========

             Liabilities and Shareholders' Equity
             ------------------------------------
Liabilities:
   Deposits ............................................  $ 326,139   $ 298,082
   Advances from borrowers for taxes and insurance .....      2,090       1,703
   Advances from FHLB ..................................       ---        6,000
   Other borrowed funds ................................     87,830     102,780
   Accrued interest payable ............................      1,055       1,077
   Accrued expenses and other liabilities ..............      5,111       1,261
                                                          ---------   ---------
     Total liabilities .................................    422,225     410,903

Shareholders' equity:
   Preferred stock $.01 par value. Authorized 5,000,000
     shares; none outstanding at June 30, 1997 and
     December 31, 1996 ................................       ---         ---
   Common stock $.01 par value. Authorized 15,000,000
     shares; 5,422,250  shares issued
     at June 30, 1997 and December 31, 1996 ............         54          54
   Additional paid in capital ..........................     52,221      52,128
   Retained earnings,substantially restricted ..........     25,660      24,436
   Treasury Stock, at cost(1,030,227 shares at June 30,
     1997 and December                                      (11,208)    (11,208)
   Common stock acquired by ESOP .......................     (3,554)     (3,812)
   Net unrealized loss on securities available for sale        (419)        (80)
                                                           ---------   ---------
     Total shareholders' equity ........................     62,754      61,518

     Total liabilities and shareholders' equity ........  $ 484,979   $ 472,421
                                                           =========  =========


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)                            
---------------------------------------------
                                                              For the six months
                                                                 Ended June 30,
                                                              ------------------
                                                               1997        1996
                                                              -------    -------
Increase (decrease) in cash and cash equivalents: 
 Cash flows provided (used) by operating activities:
         Net income ........................................$ 1,224      $  196
         Adjustments to reconcile net income  to net
         cash provided (used) by operating activities:
            Depreciation ...................................    266         252
            Amortization of computer software costs ........     22          32
            Provision for loan losses ......................    638       2,061
            ESOP Compensation Expense ......................    352         217
            Loss on disposal of fixed assets ...............     --          23
            Net loss (gains) on sale and redemptions of
                securities available for sale ..............   (178)         98
            Net loss on sale and writedowns of other real
                 estate owned and other repossessed assets .    157          79
            Net amortization on  securities ................     15         296
            Decrease in accrued interest receivable 
                 and other assets ..........................  1,364      15,585
            Increase (Decrease) in accrued expenses and
                other liabilities ..........................  3,828     (47,818)
            Increase in advances from borrower
                for taxes and insurance ....................    387         148
                                                           
                         Net cash provided (used) by
                           operating activities ............  8,218     (28,831)
   
     Cash flows from investing activities:
         Proceeds from sales and redemptions of
            securities available for sale .................  48,468      21,399
         Purchases of securities available for sale ....... (44,979)   (139,100)
         Proceeds from principal paydowns and
             maturities of securities available for sale ..  12,461      12,741
         Purchase of FHLB stock ...........................  (1,262)       (137)
         Net increase in loans made to customers .......... (20,423)    (11,980)
         Capital Expenditures .............................    (682)       (165)
         Expenditures Computer Software ...................     (22)         (7)
         Proceeds from Sale of other real estate owned and
            otherhrepossessedsassetset ....................     399         465
                                                             -------     -------
                         Net cash used by investing
                               activities ................   (6,040)   (116,784)

                                                                 (Continued)

                                       5
<PAGE>

AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Interim Statements of Cash Flows,
Continued (unaudited)-(dollars in thousands)
---------------------------------------------

Cash flows from financing activities:
     Net increase (decrease) in deposits ..............     28,057       (5,884)
     Advances (repayments) on FHLB borrowings, net ....     (6,000)       9,800
     Increase (decrease) in other borrowed funds ......    (14,950)      64,570
                                                         ---------    ---------
     Net cash provided by financing activities ........      7,107       68,486
                                                         ---------    ---------

 Net increase (decrease) in cash and cash equivalents .      9,285      (77,129)
 Cash and cash equivalents at beginning of year .......     10,887       84,613
                                                          --------    ---------
 Cash and cash equivalents at end of period ...........  $  20,172    $   7,484
                                                         =========    =========

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

         Interest .....................................  $   9,480    $   6,522
                                                         =========    =========

         Income Taxes .................................  $     880    $     736
                                                         =========    =========

Noncash investing activity:
     Net  reduction  in loans  receivable  resulting 
     from the  transfer to real estate owned and 
     other repossessed
     assets ............................................ $     131    $   1,362
                                                         =========    =========

     Net change in unrealized loss on available for
     sale securities, net of deferred tax effect ....... ($    339)   ($  1,607)
                                                         =========    =========


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 six month periods ended June 30, 1997 and June 30, 1996, in conformity
with  generally  accepted  accounting  principles.  These  consolidated  interim
financial  statements  should be read in  conjunction  with Ambanc  Holding Co.,
Inc.'s ("the Company" herein) 1996 Annual Report on Form 10-K.

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


(3)    Earnings or  loss per  share  are computed based on  the weighted average
number of shares  outstanding,  less  unreleased  employee stock  ownership plan
shares,  during the period.  The weighted  average number of shares  outstanding
were  4,024,536 and 5,002,525 for the three months ended June 30, 1997 and 1996,
respectively.  For the six months  ended June 30,  1997 and 1996,  the  weighted
average number of shares outstanding were 4,017,979 and 4,995,722, respectively.
The effect of the  Recognition  and  Retention  Plan  ("RRP") and the 1997 Stock
Option Incentive Plan ("SOP") are not material to  the calculation of net income
per share.

        The RRP and SOP were ratified for adoption by the Company's shareholders
at the annual meeting of shareholders held May 23, 1997 (the grant date).

     The Board of Directors  believes that it is appropriate  for the Company to
have a flexible and comprehensive SOP which permits the granting of a variety of
long-term  incentive  awards  as  a  means  of  enhancing  and  encouraging  the
recruitment and retention of those  individuals on whom the continued success of
the Company  most  depends. As a result of the  adoption of the SOP,  options to
purchase  an  aggregate  of  373,974  shares of common  stock  were  granted  to
directors  and officers at an exercise  price of $13.75 per share,  representing
the fair market  value of the stock on the grant date,  which  leaves  available
168,251 shares for future grants.  The options vest over a four year period at a
rate of 25% annually, commencing on the one year anniversary of the grant date.

        The RRP is designed to provide directors, officers and  employees with a
proprietary  interest  in the Company  in  a  manner designed  to encorage  such
individuals  to  remain  with  the  Company  and  the  Bank.   Pursuant  to  the
ratification  of  the RRP by  shareholders, 216,890  shares of common stock were
made available  for awards.  Concurrent with  the  approval of the  RRP, 131,285
shares were awarded and vest over a four period at a rate of 25%  annually, com-
mencing on the one year anniversary of the grant date.  An  aggregate  of 85,605
shares are available for future awards.  For the six months ended June 30, 1997,
the Company recognized compensation expense related  to the RRP of approximately
$124,200.

                                       7
<PAGE>

(4)     In February  1997,  the  Financial  Accounting  Standards  Board  issued
Statement  of  Financial  Accounting  Standards  No. 128,  "Earnings  Per Share"
(Statement  128),  which  establishes  standards for  computing  and  presenting
earnings per share (EPS). This Statement  simplifies the standards for computing
EPS making  them  comparable  to  international  EPS  standards  and  supersedes
Accounting  Principals  Board  Opinion No. 15,  "Earnings Per Share" and related
interpretations. Statement 128 replaces the presentation of primary EPS with the
presentation  of basic EPS.  It also  requires  dual  presentation  of basic and
diluted EPS on the face of the income  statement  for all entities  with complex
capital   structures  and  requires  a  reconciliation   of  the  numerator  and
denominator of the diluted EPS calculation.

         Basic  EPS  excludes  dilution  and  is  computed  by  dividing  income
available to common stockholders by the weighted average number of common shares
outstanding  for the period.  Diluted EPS reflects the  potential  dilution that
could  occur  if  securities  or other  contracts  to issue  common  stock  were
exercised or converted into common stock,  or resulted in the issuance of common
stock  that  then  shared in the  earnings  of the  entity.  This  Statement  is
effective for financial  statements issued for periods ending after December 15,
1997,  including  interim periods.  Earlier  application is not permitted.  This
statement requires restatement of all prior-period EPS data presented.

         The Company will present its EPS data in accordance  with Statement 128
as of December 31, 1997. Management  anticipates that the effect of the adoption
of this Statement will not have a material effect on the Company's  consolidated
financial statements.

(5)      Recent Accounting Pronouncements

         In June 1997, the Financial  Accounting Standards Board ("FASB") issued
Statement of Financial  Accounting  Standards No. 130, "Reporting  Comprehensive
Income"  (Statement 130), which establishes  standards for reporting and display
of comprehensive  income and its components in financial  statements.  Statement
130 states that comprehensive  income includes reported net income of a company,
adjusted for items that are currently accounted for as direct entries to equity,
such as the net  unrealized  gain or loss  on  securities  available  for  sale,
foreign  currency  items,  and  minimum  pension  liability  adjustments.   This
statement  is  effective  for both interim and annual  periods  beginning  after
December 15,  1997.  As required,  the Company will adopt  Statement  130 in the
first  quarter  in 1998 and will  report  and  display  comprehensive  income in
accordance with the new statement.

         In June  1997,  the  FASB  issued  Statement  of  Financial  Accounting
Standards No. 131,  "Disclosures  about  Segments of an  Enterprise  and Related
Information"  (Statement  131),  which  establishes  standards  for reporting by
public companies about operating segments of their business.  Statement 131 also
establishes  standards  for related  disclosures  about  products and  services,
geographic  areas, and major customers.  This statement is effective for periods
beginning  after  December 15, 1997.  Management  does not  anticipate  that the
adoption  of  this  statement  will  have a  material  effect  on the  Company's
consolidated financial statements.


                                       8
<PAGE>


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 1996 Annual Report on Form 10-K.

         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.

General
-------
           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 other
repossessed   assets  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 June
30,  1997,  or $0.14 per share,  and  earnings for the six months ended June 30,
1997, of $1.2 million, or $0.30 per share,  compared to earnings of $510,000, or
$0.10 per share, and $196,000,  or $0.04 per share, in the corresponding periods
in 1996, respectively.

                                       9
<PAGE>

     The improvement in second quarter 1997 earnings  compared to 1996  was due,
in part, to an increase in net interest income before  provision for loan losses
of $127,000, or 3.3%, to $4.0 million from $3.9 million in the second quarter of
1996. Also contributing to the improved earnings was a decrease in the provision
for loan losses by  $158,000, or 36.5%, and an increase by $178,000 in net gains
on sales of securities available for sale (securities AFS).

         The  improvement  in net income by $1.0 million to $1.2 million for the
six months ended June 30, 1997,  compared to the corresponding  1996 period, was
primarily  the result of a decrease by $1.4  million in the  provision  for loan
losses.  In the  first six  months of 1996,  the  Company  incurred  a charge to
provision for loan losses of $1.5 million related to a lending relationship with
a lease finance company that filed for Chapter 11 bankruptcy protection on March
29, 1996 (see "Asset Quality," herein).  Also contributing to the improvement in
earnings  were  increases in net interest  income  before the provision for loan
losses  and  noninterest  income.  These positive factors were  partially offset
by increases in noninterest  expenses and income tax expense.

         The level of  non-performing  assets  improved to $3.1  million at June
30,1997,   from  $5.6  million  at  December   31,  1996.   At  June  30,  1997,
non-performing  assets were 0.63% of total assets  compared to 1.18% at December
31, 1996. The Company's allowance for loan losses to non-performing loans and to
total loans at June 30, 1997,  was 137.0% and 1.40%,  respectively,  compared to
70.5% and 1.37%, respectively, at December 31, 1996.
See "Asset Quality" herein.


                                       10
<PAGE>


                              RESULTS OF OPERATIONS
                              ---------------------

Comparison of Operating Results for the Quarters Ended June 30, 1997 and 1996.

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

     Net interest income before  provision for loan losses for the quarter ended
June 30, 1997 was $4.0 million,  an increase of $127,000,  or 3.3%,  compared to
the same period in 1996. The improvement in net interest income resulted from an
increase in total average  interest-earning assets by $60.6 million, or 14.8% to
$468.6 million, funded primarily by increases in average certificates of deposit
and borrowed funds of $21.7  million,  or 14.7%,  and $50.5 million,  or 118.9%,
respectively. All of the categories that comprise total average interest-earning
assets  increased, or 14.7% for the quarter  ended June 30, 1997, as compared to
the comparable  1996 period;  and the total average yield  associated with these
assets  increased by 6 basis to 7.51% from 7.45% in the second  quarter of 1996.
The growth in average  interest-earning  assets was primarily attributable to an
increase in average securities  available for sale by $46.5 million, or 31.7% to
$193.2  million.  The average  yield on these  securities  increased by 44 basis
points to 7.24% from 6.80% in the quarter  ended June 30, 1996.  These  positive
factors  more than  offset the  increased  funding  costs  related to the higher
average  volumes  and average  rates for  certificates  of deposit and  borrowed
funds.  The average rate on certificates of deposit  increased by 9 basis points
to 5.7%,  and the average  rate on borrowed  funds  increased 21 basis points to
6.11% compared to the second quarter of 1996.

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

         The provision for loan losses  declined by $158,000 to $275,000 for the
quarter  ended June 30, 1997,  compared to the same  quarter in 1996.  The lower
expense was attributable to the improvement in the quality of the Company's loan
portfolio  and the level of the  allowance  for loan losses at June 30, 1997, in
relation to total loans and to non-performing loans.


Noninterest income
------------------

     Total noninterest income increased by $237,000, or 102.2%, to $469,000 from
the second quarter 1996 level. The improvement in total  noninterest  income was
primarily  the  result  of an  increase  in  gains on the  sales  of  securities
available  for sale in the  second  quarter of 1997,  an  increase  of  $178,000
compared  to 1996.  Other  noninterest  income  increased  by $37,000 to $96,000
mainly  attributable  to a  partial  recovery  of  $25,000  against  a  previous
charge-off of a capital debenture issued by Nationar, an institution that was
seized  by the  Superintendent  of  Banks of  N.Y.S.  Also  contributing  to the
improvement  in other  noninterest  income were  increases in commissions on the
sales of annuities and mutual funds and item processing  charges for third party
imaging of $5,500 and $4,000, respectively.

                                       11
<PAGE>

Noninterest expense
-------------------
 
        Total  noninterest  expense for the three  months  ended June 30, 1997,
increased  $435,000 to $3.3  million  compared  to 1996.  The  increase  was due
primarily  to an  increase in  salaries,  wages and  benefits  by $338,000  with
$178,000  of the total  increase  attributable  to  increased  accruals  for the
Company's ESOP and other stock based compensation  during the quarter ended June
30,  1997.  Also  contributing  to the total  increase  in  salaries,  wages and
benefits  were  additions  to staff,  mainly to support the opening of three new
branch offices in the second quarter of 1997.

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

     Income tax expense  increased by $25,000 to $317,000  primarily  due to the
improvement  in the  Company's  income before taxes to $889,000 from $802,000 in
the second quarter of 1996.



Comparison of Operating Results for the Six Months Ended June 30, 1997 and 1996.

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

     Net interest income before provision for loan losses increased by $494,000,
or 6.6%, to $8.0 million for the six months ended June 30,1997,  compared to the
corresponding  period  in 1996.  The  improvement  in net  interest  income  was
attributable  to an increase in total average  interest-earning  assets by $73.9
million,  or 18.9%,  to $465.4  million,  primarily  funded by  increases in the
average  volumes of certificates of deposit and borrowed funds of $11.2 million,
or  7.4%  and  $77.6  million,   respectively.   The  growth  in  total  average
interest-earning  assets was  attributable  primarily  to an increase in average
securities AFS by $86.0 million,or 77.3%, to $197.3 million, partially offset by
a decline by $16.8 million, or 61.9% in the average volume of federal funds sold
to $10.3 million.  The total average yield on interest-earning  assets increased
by 12 basis points to 7.56% for the six months ended June 30, 1997 from 7.44% in
the 1996 period.  These positive  effects were partially offset by the increased
funding costs related to the increases in the average volumes of certificates of
deposit and borrowed  funds coupled with an increase in the average rate paid on
borrowed  funds to 6.06%,  an increase of 16 basis  points,  compared to the six
months ended June 30, 1996.

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

     The decrease of $1.4 million to $638,000 for the six-months  ended June 30,
1997, compared to 1996, was due entirely to a $1.5 million provision recorded in
the  first  quarter  of  1996  pertaining  to  the  Bank's   aggregate   lending
relationship with the Bennett Funding Group, a company that filed for Chapter 11
bankruptcy protection on March 29, 1996. See "Asset Quality" herein.

                                       12
<PAGE>

Noninterest income
------------------

     Total  noninterest  income  increased  by  $339,000  to  $703,000  for  the
six-months ended June 30, 1997, compared to the like 1996 period,  primarily due
to an increase in net gains of sales of  securities  AFS by $275,000 to $177,000
compared to a net loss of $98,000 in the 1996 period.  Also  contributing to the
improvement in total  noninterest  income were  increases in service  charges on
deposit accounts,  mainly NSF fees, and other noninterest  income by $27,000 and
$37,000, respectively. The increase in other noninterest income was attributable
primarily to the aforementioned  partial recovery on Nationar and to an increase
by $13,000 in  commissions  on sales of annuities  and mutual funds  through the
Company's subsidiary, ASB Insurance Agency, Inc.

Noninterest expense
-------------------

     Total  noninterest  expense  increased  by $558,000 to $6.1 million for the
six-months  ended June 30,  1997  compared to the  similar  period of 1996.  The
increase resulted primarily from an increase in salaries,  wages and benefits by
$430,000,  or 17.5%,  $260,000 of which resulted from increased accruals for the
Company's  ESOP and other stock based  compensation.  Also  contributing  to the
total increase in salaries,  wages and benefits were additions to staff,  mainly
to support  the  opening of three new  branch  offices in the second  quarter of
1997, and normal cost-of-living and merit increases.

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

     The Company  recorded a tax  expense of  $741,000 on pretax  income of $2.0
million  for the six months  ended June 30,  1997,  compared to a tax expense of
$71,000.00 on pretax income of $267,000 in the 1996 period.


                               FINANCIAL CONDITION
                               -------------------

     The  Company's  total  assets at June 30,  1997,  were $485.0  million,  an
increase of $12.6 million,  or 2.7%,  compared to total assets of $472.4 million
at December 31, 1996. The growth in total assets was primarily  attributable  to
an increase in loans receivable,  net of unamortized fees, of $20.0 million,  or
8.0%, and to  an  increase  in federal  funds  sold  of $9.8  million,or  217.8%
partially offset by a decline in securities available for sale by $16.5 million,
or 8.2%. The growth in total assets was primarily funded by an increase in total
deposits of $28.1 million,  or 9.4%, to $326.1  million,  partially  offset by a
decrease in advances from FHLB and other  borrowed  funds of $21.0  million,  or
19.3%.
         
     Total shareholders' equity increased by $1.2 million from December 31,1996,
to $62.8  million at June 30,1997,  due primarily to a $1.2 million  increase in
retained earnings.

                                       13
<PAGE>

     At June 30,  1997,  the book  value per share on  4,392,023  common  shares
outstanding  was $14.29  compared to $14.01 at December  31,  1996,  on the same
number of shares  outstanding.  Excluding the tax-effected  unrealized losses on
securities AFS, the book value per share at June 30, 1997 was $14.38 compared to
$14.02 at December 31, 1996.

Liquidity and Funding
---------------------
 
     The Company's primary sources of funds for operations are deposits from its
market area,  principal  and interest  payments on loans,  securities , proceeds
from the sale and maturity of securities, 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.

     The primary  investing  activities  of the Company are the  origination  of
loans and the purchase of securities. During the six months ended June 30, 1997,
the Company's loan  originations  totaled $50.8 million.  The Company  purchased
securities AFS during the same period of $45.0 million.

     The  primary  financing  activity  of  the  Company  is the  attraction  of
deposits. During the six months ended June 30, 1997, total deposits increased by
$28.1  million.  Management  believes  that the increase in deposits,  primarily
certificates of deposit,  occurred because more of the Company's  customers were
willing to lock-in the interest  rates offered by the Company due to the general
uncertainty  pertaining  to the  direction of market  interest  rates during the
six-months  ended June 30, 1997;  i.e., if market interest rates  declined,  the
depositor was assured of a higher  return and, if market rates  increased in the
short-term, the depositor could request an early withdrawal, pay the penalty and
reinvest the proceeds at a higher rate.

     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 June  1997  was  10.8%,  and its  short-term
liquidity ratio for the same month was 4.8%.

     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 June 30, 1997,  cash and cash  equivalents  totaled $20.2
million,  compared to $10.9  million at December 31, 1996.  The increase in cash
and cash  equivalents  was  attributable to an increase in federal funds sold of
$9.8 million, which resulted mainly from the increase in total deposits.

                                       14
<PAGE>

     The Bank  anticipates  that it will have sufficient funds available to meet
its current commitments. At June 30, 1997, the Bank had commitments to originate
loans of $12.1  million as well as undrawn  commitments  of $6.1 million on home
equity and other lines of credit. Certificates of deposit which are scheduled to
mature in one year or less at June 30, 1997, totaled $118.4 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 would consider employing one or more of 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,  the
implementation  of one or more of 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 declared or paid
from the Bank to the Company.

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.

     At June 30, 1997, the Bank had $47.7 million of tangible and core
capital,   respectively,   or  10.0%  of  adjusted   total  assets,   which  was
approximately $40.5 million and $33.4 million above the minimum  requirements of
1.5% and 3.0%,  respectively,  of the  adjusted  total  assets in effect on that
date.  On June 30,  1997,  the  Bank had  risk-based  capital  of $50.4  million
(including  $47.7  million  in core  capital  and  $2.7  million  in  qualifying
supplementary  capital) or 23.9% of risk-weighted  assets of $211.1 million. The
Bank's  risk-weighted  capital was $33.5 million above the 8.0%  requirement  in
effect on that date.


                                       15
<PAGE>

                                 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. 


AMSTERDAM SAVINGS BANK, FSB
NON-PERFORMING ASSETS
FOR THE YEAR 1997
---------------------------
                                                           June 30    Dec.31
                                                             1997      1996
                                                            ------    ------
                                                             (In thousands)
Non-accruing loans:
   One-to four-family ....................................  $  345    $  259
   Multi-family ..........................................       0         0
   Commercial real estate ................................     229       339
   Consumer ..............................................     197       256
   Commercial Business ...................................     729     2,269
                                                            ------    ------
     Total ...............................................   1,500     3,123
                                                            ------    ------

Accruing loans delinquent more than 90 days:
   One-to four-family ....................................     111       151
   Multi-family ..........................................       0         0
   Commercial real estate ................................      18       568
   Consumer ..............................................       5         6
   Commercial Business ...................................     126         0
                                                            ------    ------
     Total ...............................................     260       725
                                                            ------    ------

Troubled debt restructured loans:
   One-to four-family ....................................      86        88
   Multi-family ..........................................      36        38
   Commercial real estate ................................     775       781
   Consumer ..............................................      53        56
   Commercial Business ...................................      62        68
                                                            ------    ------
     Total ...............................................   1,012     1,031
                                                            ------    ------
                                                            ------    ------
Total non-performing loans ...............................   2,772     4,879
                                                            ------    ------

Foreclosed assets:
   One-to four-family ....................................      --       194
   Multi-family ..........................................     207       282
   Commercial real estate ................................      --        --
   Consumer ..............................................      83       239
   Commercial Business ...................................       0         0
                                                            ------    ------
     Total ...............................................     290       715
                                                            ------    ------

Total non-performing assets ..............................  $3,062    $5,594
                                                            ======    ======
Total as a percentage of total assets ....................   0.63%     1.18%



                                       16
<PAGE>

     Non performing  loans decreased from $4.9 million at December 31, 1996 to $
2.8 million at June 30, 1997  primarily  due to the Bennett  Funding  Group Inc.
lending relationship, which represented $1.9 million of the non performing loans
at Decmeber 31, 1996 and $455,000 at June 30, 1997. The reduction was due to the
receipt  of $1.4  million  in the  second  quarter  of 1997 under the terms of a
settlement  agreement  with the  bankruptcy  trustee.  On the basis of the terms
specified in the settlement  agreement,  management  believes that no additional
provisions or charge-offs on this relationship will be necessary.

     In addition,  as of June 30, 1997, the Company had foreclosed  multi-family
assets of $207,000 consisting of one property: a three-story,  54-unit,  student
housing project located in  Morrisville,  New York. A purchase  proposal on this
property has been  accepted  contingent  upon a closing  within 60 days.  On the
basis of the offer  received,  the asset was  written-down by $75,000 to reflect
the sale price.  The property  encroachment  dispute  discussed in the March 31,
1997 Form 10-Q has been  resolved and the  resolution  agreement is to signed by
the parties involved.

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.


                                       17
<PAGE>


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


AMSTERDAM SAVINGS BANK, FSB
ALLOWANCE FOR LOAN LOSSES ACTIVITY
----------------------------------
                                                            For the six months
                                                               ended June 30,
                                                             1997         1996
                                                            -------     -------
                                                               (In thousands)

Balance at beginning of period ..........................  $ 3,438     $ 2,647

Charge-offs:
     One- to four-family ................................       (5)       (118)
     Multi Family .......................................      (12)          0
     Commercial Real Estate .............................      (50)        (28)
     Consumer ...........................................     (193)       (250)
     Commercial Business ................................      (66)          0
                                                           -------     -------
        Total Charge offs ...............................     (326)       (396)

Recoveries:
     One- to four-family ................................        0           9
     Multi Family .......................................        0           0
     Commercial Real Estate .............................        4           0
     Consumer ...........................................       31          27
     Commercial Business ................................       13           0
                                                           -------     -------
        Total Recoveries ................................       48          36

Net Charge-offs .........................................     (278)       (360)
Provisions charged to operations ........................      638       2,061
                                                           -------     -------
Balance at end of period ................................    3,798       4,348
                                                           =======     =======

Ratio of net charge-offs during
the period to average loans
outstanding during period ...............................     0.11%       0.29%

Ratio of net charge-offs during
the period to average
non-performing assets ...................................     6.12%       4.73%


                                       18
<PAGE>


Part II. - Other Information
----------------------------

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

Ambanc Holding Co.,  Inc.'s Annual Meeting of  Shareholders  was held on May 23,
1997.

Proxies for the meeting  were  solicited  pursuant to  Regulation  14A under the
Securities  Exchange  Act of 1934,  as  amended.  There was no  solicitation  in
opposition to management's  nominees as listed in the proxy  statement,  and all
such nominees were elected.

With respect to management's  nominees,  voting was as follows: John Daly, For -
3,881,917,  Withheld - 112,406;  Lionel H. Fallows, For - 3,909,553,  Withheld -
84,770; Marvin R. LeRoy, Jr., For - 3,911,447, Withheld - 82,876; and William A.
Wilde, Jr., For - 3,910,713, Withheld - 83,610.

Proxies were also solicited at the annual meeting for  ratification  of the 1997
Stock Option and Incentive Plan. The proposal was adopted, with 2,537,347 shares
voting For, 387,765 shares voting Against, and 36,861 shares Abstaining.

Proxies  were also  solicited  at the annual  meeting  for  ratification  of the
Recognition and Retention Plan. The proposal was adopted,  with 2,561,646 shares
voting For, 412,345 shares voting Against, and 53,333 shares Abstaining.

Proxies were also  solicited at the annual meeting for the  ratification  of the
appointment of KPMG Peat Marwick LLP as independent auditors of the Company. The
proposal was adopted,  with  3,945,966  shares voting For,  39,500 shares voting
Against, and 10,147 shares Abstaining.

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 July 7 and July 28, 1997
           for:

       (i) June 23, 1997  Press release regarding Ambanc stock buy-back program.

      (ii) July 22, 1997 Press release regarding Ambanc Holding Co., Inc.
           earnings for the three and six months ended June 30, 1997.

     (iii) July 25, 1997 Press release regarding the Company's initial regular
           cash dividend.


                                       19
<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/ Robert J. Brittain 
----------------------

Robert J. Brittain
President and Chief Executive Officer
(Principal Executive Officer)
Date:  August 14, 1997



/s/ Harold A. Baylor, Jr.
-------------------------

Harold A. Baylor, Jr.
Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
Date:  August 14, 1997


                                       20
<PAGE>


                                  EXHIBIT INDEX
                                  -------------

EXHIBIT        DESCRIPTION
-------        -----------

EX 27.         Financial Data Schedule



                                       21
<PAGE>