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, 2000
                                         --------------
                                       or

[ ] TRANSITION  REPORT  PURSUANT TO  SECTION 13 OR 15(d) OF THE  SECURITIES  AND
EXCHANGE ACT OF 1934 For the transition period from              to            .
                                                     -----------    -----------
Commission File Number:  0-27036
                         -------

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

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

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

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

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

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


           Class                                Outstanding at August 11, 2000
-----------------------------                -----------------------------------
Common Stock, $.01 Par Value                             4,893,648

<PAGE>


AMBANC HOLDING CO., INC. AND SUBSIDIARIES
FORM 10-Q
June 30, 2000



                                      Table of Contents


Part I.   FINANCIAL INFORMATION

Item 1.        Consolidated Interim Financial Statements (unaudited):

               Consolidated Interim Statements of Financial Condition at
               June 30, 2000 and December 31, 1999 ........................... 3

               Consolidated Interim Statements of Income for the six months
               and three months ended June 30, 2000 and 1999 ................. 4

               Consolidated Interim Statements of Cash Flows for the six
               months ended June 30, 2000 and 1999 ........................... 5

               Notes to Unaudited Interim Consolidated Financial Statements... 7

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

Item 3.        Quantitative and Qualitative Disclosures About Market Risk.....26

Part II.   OTHER INFORMATION..................................................27

Item 4.    Submission of Matters to a Vote of Security Holders ...............27

Item 5.    Other Information .................................................27

Item 6.    Exhibits and Reports on Form 8-K...................................27

SIGNATURES....................................................................28


                                       2

<PAGE>
Part I.   Financial Information
Item 1.  Financial Statements
AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Statements of Financial Condition  (unaudited)
(dollars in thousands, except per share amounts)          June 30,  December 31,
                                                           2000        1999
                                Assets                  ----------   ----------
Cash and due from banks ...............................  $  12,235    $  26,380
Interest-bearing deposits .............................      1,337        3,231
Federal funds sold ....................................      4,500         ---
                                                        ----------   ----------
     Cash and cash equivalents ........................     18,072       29,611
Securities available for sale, at fair value ..........    205,066      212,145
Federal Home Loan Bank of New York stock, at cost .....      8,870        8,748
Loans receivable ......................................    466,125      470,986
     Allowance for loan losses ........................     (5,574)      (5,509)
                                                        ----------   ----------
     Loans receivable, net ............................    460,551      465,477
Accrued interest receivable ...........................      4,244        4,411
Premises and equipment, net ...........................      5,426        5,593
Real estate owned and repossessed assets ..............        242          322
Goodwill ..............................................      7,124        7,390
Other assets ..........................................      6,666        6,975
                                                        ----------   ----------
     Total assets .....................................  $ 716,261    $ 740,672
                                                        ==========   ==========
                 Liabilities and Shareholders' Equity
Liabilities:
   Deposits ...........................................  $ 475,021    $ 450,134
   Federal Home Loan Bank short-term borrowings .......     30,000       71,200
   Federal Home Loan Bank long-term advances ..........     44,438       20,965
   Securities sold under agreements to repurchase .....     82,651      112,740
   Advances from borrowers for taxes and insurance ....      4,385        3,641
   Accrued interest payable ...........................      1,406        1,508
   Accrued expenses and other liabilities .............      2,039        4,891
                                                        ----------   ----------
     Total liabilities ................................    639,940      665,079
                                                        ----------   ----------
Shareholders' equity:
   Preferred stock $.01 par value. Authorized 5,000,000
    shares; none issued at June 30, 2000 and
    December 31, 1999 .................................       --           --
   Common stock $.01 par value. Authorized 15,000,000
    shares; 5,432,245 issued at June 30, 2000
    and December 31, 1999 .............................         54           54
   Additional paid-in capital .........................     63,410       63,314
   Retained earnings,substantially restricted .........     29,656       28,879
   Treasury stock, at cost (538,597 shares at June 30,
      2000 and 465,155 shares at December 31, 1999) ...     (8,457)      (7,486)
   Unallocated common stock held by ESOP ..............     (2,128)      (2,353)
   Unearned RRP shares ................................       (368)        (443)
   Accumulated other comprehensive loss ...............     (5,846)      (6,372)
                                                        ----------   ----------
     Total shareholders' equity .......................     76,321       75,593
                                                        ----------   ----------
     Total liabilities and shareholders' equity .......  $ 716,261    $ 740,672
                                                        ==========   ==========
See accompanying notes to unaudited interim consolidated financial statements.
                                       3
<PAGE>

AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Interim Statements of Income (unaudited)
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
                                                                Six months           Three months
                                                               ended June 30,        ended June 30,
                                                              2000        1999      2000        1999
                                                            --------    --------   --------    --------
Interest and dividend income:
<S>                                                         <C>         <C>        <C>         <C>
   Loans receivable .....................................   $ 17,389    $ 15,620   $  8,692    $  7,839
   Securities available for sale ........................      7,225       7,658      3,558       3,866
   Federal funds sold and interest-bearing deposits .....         72         402         39         130
   Federal Home Loan Bank stock .........................        294         241        147         122
                                                            --------    --------   --------    --------
     Total interest and dividend income .................     24,980      23,921     12,436      11,957
                                                            --------    --------   --------    --------
Interest expense:
   Deposits .............................................      8,834       8,402      4,470       4,190
   Borrowings ...........................................      5,184       4,620      2,520       2,261
                                                            --------    --------   --------    --------
     Total interest expense .............................     14,018      13,022      6,990       6,451
                                                            --------    --------   --------    --------
     Net interest income ................................     10,962      10,899      5,446       5,506
Provision for loan losses ...............................        240         495        120         240
                                                            --------    --------   --------    --------
     Net interest income after provision for loan losses.     10,722      10,404      5,326       5,266
                                                            --------    --------   --------    --------
Non-interest income:
   Service charges on deposit accounts ..................        641         683        306         350
   Net losses on securities transactions ................        (46)         --        (46)         --
   Other ................................................        270         179        116          88
                                                            --------    --------   --------    --------
     Total non-interest income ..........................        865         862        376         438
                                                            --------    --------   --------    --------
Non-interest expenses:
   Salaries, wages and benefits .........................      4,125       3,760      2,023       1,922
   Occupancy and equipment ..............................      1,170       1,184        572         555
   Data processing ......................................        781         626        394         391
   Real estate owned and repossessed assets, net ........         47          20         44          (6)
   Professional fees ....................................        239         176        149          88
   Amortization of goodwill .............................        266         266        133         133
   Other ................................................      1,685       1,550        820         753
                                                            --------    --------   --------    --------
     Total non-interest expenses ........................      8,313       7,582      4,135       3,836
                                                            --------    --------   --------    --------
Income  before taxes ....................................      3,274       3,684      1,567       1,868
Income tax expense ......................................      1,361       1,557        638         776
                                                            --------    --------   --------    --------
     Net income .........................................   $  1,913    $  2,127   $    929    $  1,092
                                                            ========    ========   ========    ========
Basic earnings per share ................................   $   0.41    $   0.43   $   0.20    $   0.22
Diluted earnings per share ..............................   $   0.41    $   0.42   $   0.20    $   0.22
</TABLE>
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)                                       Six months
                                                            ended June 30,
                                                            2000       1999
                                                         --------     -------
Increase (decrease) in cash and cash equivalents:
 Cash flows from operating activities:
   Net income ........................................   $  1,913    $  2,127
   Adjustments to reconcile net income  to net
   cash provided by operating activities:
     Depreciation and amortization of premises
          and equipment ..............................        451         445
     Amortization of goodwill ........................        266         266
     Net amortization of premium on securities .......        141         551
     Net losses on securities transactions ...........         46          --
     Provision for loan losses .......................        240         495
     Provision for losses and writedowns on real
          estate owned and repossessed assets ........          3           3
     Net losses (gains) on sales of real estate owned
          and repossessed assets .....................         27          (6)
     ESOP compensation expense .......................        320         375
     RRP expense .....................................        242         210
     Decrease (increase) in accrued interest
          receivable and other assets ................        126          (3)
     (Decrease) increase in accrued interest
          payable, accrued expenses and
          and other liabilities ......................     (2,954)      1,258
                                                         --------     -------
                Net cash provided by
                      operating activities ...........        821       5,721
                                                         --------     -------

 Cash flows from investing activities:
     Proceeds from sales and redemptions of
          securities available for sale ..............      2,893      10,500
     Purchases of securities available for sale ......     (3,277)    (53,140)
     Proceeds from principal paydowns and
           maturities of securities available for sale      8,153      39,494
     Purchase of Federal Home Loan Bank of New
           York stock ................................       (122)         --
     Net decrease (increase) in loans made
           to customers ..............................      4,562      (9,023)
     Purchases of premises and equipment .............       (284)       (782)
     Proceeds from sales of real estate owned and
          repossessed assets .........................        174         254
                                                         --------     -------
               Net cash provided by (used in)
                      investing activities ...........     12,099     (12,697)
                                                         --------     -------

                                                                     (continued)
                                       5
<PAGE>
AMBANC HOLDING CO., INC. AND SUBSIDIARIES
Consolidated Interim Statements of Cash Flows (unaudited) (continued)
(dollars in thousands)                                        Six months
                                                             ended June 30,
                                                            2000       1999
                                                         --------     -------
 Cash flows from financing activities:
    Net increase (decrease) in deposits ..............  $  24,887    $ (1,247)
    Net decrease in FHLB short-term borrowings .......    (41,200)       --
    Proceeds from FHLB long-term advances ............     25,000        --
    Repayments of FHLB long-term advances ............     (1,527)       (222)
    Proceeds from repurchase agreements ..............     12,651        --
    Repayments of repurchase agreements ..............    (42,740)    (14,400)
    Increase in advances from borrowers
          for taxes and insurance ....................        744       1,086
    Purchases of treasury stock ......................     (1,142)     (1,557)
    Excercises of stock options ......................         --         139
    Dividends paid ...................................     (1,132)       (799)
                                                         --------     -------
          Net cash used in financing activities ......    (24,459)    (17,000)
                                                         --------     -------

Net decrease in cash and cash equivalents ............    (11,539)    (23,976)
Cash and cash equivalents at beginning of period .....     29,611      42,815
                                                         --------     -------
Cash and cash equivalents at end of period ...........   $ 18,072    $ 18,839
                                                         ========     =======

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

Interest .............................................   $ 14,120    $ 13,157
                                                         ========     =======
Income taxes .........................................   $  1,380    $  1,167
                                                         ========     =======
Noncash investing and financing activities:
Net transfer of loans to real estate owned
     and repossessed assets ..........................   $    124    $     62
                                                         ========     =======
Increase in amounts due to brokers from
        purchases of securities available for sale ...      ---      $  1,000
                                                         ========     =======
Adjustment of securities available for sale to
        fair value, net of tax                           $    526   ($  3,735)
                                                         ========     =======

Tax benefit related to vesting of RRP shares .........   $      1    $     21
                                                         ========     =======

See accompanying notes to unaudited interim consolidated financial statements.


                                       6
<PAGE>
          NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(1) In management's opinion, the financial information included herein, which is
unaudited,  reflects  all  adjustments,  consisting  solely of normal  recurring
adjustments,  necessary for a fair presentation of the financial  information as
of and for the three and six month  periods  ended  June 30,  2000 and 1999,  in
conformity with generally  accepted  accounting  principles.  These consolidated
financial  statements  should be read in  conjunction  with Ambanc  Holding Co.,
Inc.'s ("the  Company"  herein) 1999 Annual Report on Form 10-K.  The results of
operations for the 2000 interim  periods are not  necessarily  indicative of the
results of operations to be expected for the full fiscal year ended December 31,
2000.

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

(3)  Earnings per Share

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

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

                                             Net          Weighted
                                           Income          Average     Per Share
                                       (in thousands)      Shares       Amount
For the six months ended June 30, 2000  ------------     ----------    ---------
Basic EPS
Net income                                   $1,913       4,648,316        $0.41
                                             ======                        =====
Effect of dilutive securities:
Stock options                                                15,800
Unvested RRP shares                                          15,003
                                                          ---------
Diluted EPS
Net income                                   $1,913       4,679,119        $0.41
                                             ======       =========        =====
For the six months ended June 30, 1999
Basic EPS
Net income                                   $2,127       5,001,220        $0.43
                                             ======                        =====
Effect of dilutive securities:
Stock options                                                39,978
Unvested RRP shares                                          18,203
                                                          ---------
Diluted EPS
Net income                                   $2,127       5,059,401        $0.42
                                             ======       =========        =====
                                       7
<PAGE>
For the quarter ended June 30, 2000
Basic EPS
Net income                                   $  929       4,627,006        $0.20
                                             ======                        =====
Effect of dilutive securities:
Stock options                                                25,950
Unvested RRP shares                                          13,306
                                                          ---------
Diluted EPS
Net income                                   $  929       4,666,262        $0.20
                                             ======       =========        =====
For the quarter ended June 30, 1999
Basic EPS
Net income                                   $1,092       4,993,494        $0.22
                                             ======                        =====
Effect of dilutive securities:
Stock options                                                48,352
Unvested RRP shares                                          16,204
                                                          ---------
Diluted EPS
Net income                                   $1,092       5,058,050        $0.22
                                             ======       =========        =====

(4)  Comprehensive Income

     Comprehensive  income  represents  the sum of net income and items of other
comprehensive  income or loss,  which are  reported  directly  in  shareholders'
equity,  net of tax,  such as the change in the net  unrealized  gain or loss on
securities  available for sale.  Accumulated other comprehensive income or loss,
which is included in shareholders' equity, represents the net unrealized gain or
loss on securities available for sale, net of tax

     Comprehensive  income (loss) for the six-month periods ended June, 30, 2000
and 1999 was $2.4 million and ($1.6) million, respectively. Comprehensive income
(loss) for the three-month periods ended June 30, 2000 and 1999 was $1.4 million
and ($2.1) million, respectively.


ITEM 2.
                         MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

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

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

     The Bank has been,  and  intends to  continue  to be, a  community-oriented
financial  institution  offering a variety of financial  services.  Management's
strategy has been to try to achieve a high loan to asset ratio with  emphasis on
originating traditional one- to four-family residential mortgage and home equity
loans in its primary market area. At June 30, 2000, the Bank's loans receivable,
net, to assets ratio was 64.3%,  up from 62.8% at December 31, 1999.  The Bank's
portfolio of one- to four-family  residential mortgage and home equity loans was
85.4% of total loans at June 30, 2000.

Forward-Looking Statements

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

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

Financial Condition

     Comparison  of Financial  Condition at June 30, 2000 and December 31, 1999.
Total assets decreased by $24.4 million,  or 3.3%, to $716.3 million at June 30,
2000 from $740.7  million at December  31, 1999,  primarily  due to decreases in
cash and cash equivalents and securities available for sale of $11.5 million and
$7.1 million,  respectively,  in addition to a decrease in loans receivable, net
of $4.9 million.
                                       9
<PAGE>

     Cash and cash  equivalents  decreased by $11.5 million,  or 39.0%, to $18.1
million at June 30, 2000 from $29.6 million at December 31, 1999.  This decrease
was primarily due to a decrease in cash and due from banks of $14.1 million,  or
53.6%,  from $26.4  million at December  31,  1999 to $12.2  million at June 30,
2000, in addition to a decrease in  interest-bearing  deposits from $3.2 million
at December  31, 1999 to $1.3  million at June 30,  2000.  This was offset by an
increase in federal  funds sold of $4.5  million.  The  decrease in cash and due
from banks is the result of the Company's decision to temporarily increase vault
cash in preparation  for potential  year 2000  liquidity  needs of depositors at
year end.  However,  early in the first quarter of 2000,  vault cash returned to
more normal levels.  Securities  available for sale  decreased $7.1 million,  or
3.3%,  to $205.1  million at June 30, 2000 from $212.1  million at December  31,
1999,  resulting  primarily  from the  maturities  and calls of  securities,  in
addition to the sale of securities.  The Company sold approximately $3.0 million
in investments of mortgage-related  securities during the second quarter of 2000
recognizing a loss of $46 thousand. Loans receivable, net decreased $4.9 million
from $465.5 million at December 31, 1999, to $460.6 million at June 30, 2000.

     Deposits increased by $24.9 million, or 5.5%, to $475.0 million at June 30,
2000 from $450.1 million at December 31, 1999 primarily due to various marketing
promotions  offered  during  the first half of the year.  Securities  repurchase
agreements  decreased $30.1 million, or 26.7%, to $82.7 million at June 30, 2000
from $112.7  million at December  31,  1999,  due  primarily  to the maturity of
repurchase  agreements.  Short-term  borrowings from the FHLB decreased by $41.2
million,  or 57.9%, to $30.0 million at June 30, 2000. These funding  reductions
were replaced in part with a combination of long-term advances from the FHLB and
increased deposits. Long-term advances from the FHLB increased $23.5 million, or
112.0%,  to $44.4  million at June 30, 2000 from $21.0  million at December  31,
1999.  The shift to  longer-term  borrowings is part of the Company's  effort to
improve its interest rate risk position by more closely  matching the maturities
of its assets and liabilities.  Accrued expenses and other liabilities decreased
$2.9  million,  or 58.3%,  to $2.0 million at June 30, 2000,  primarily due to a
change in processing of teller drafts and money orders.

     Shareholders'  equity increased $728 thousand,  or 1.0%, from $75.6 million
at December  31, 1999 to $76.3  million at June 30, 2000,  primarily  due to net
income of $1.9 million partially offset by the payment of cash dividends of $1.1
million  for  the  first  six  months  of  the  year.   Other  items   impacting
shareholders'  equity during the first half of 2000 were the after-tax impact of
the change in the net  unrealized  losses on securities  available for sale, the
repurchases  of treasury  stock,  the release of ESOP  shares,  the grant of RRP
shares in lieu of Directors'  Board fees, and the  amortization  of unearned RRP
shares.

Consolidated Average Balances, Interest Rates & Yields

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

                                       10
<PAGE>
<TABLE>
<CAPTION>
                                                                      Three months ended June 30,
                                                              2000                                   1999
                                          ------------------------------------   -------------------------------------
                                                Average     Interest    Yield/        Average     Interest    Yield/
                                                Balance     Inc./Exp.    Rate         Balance     Inc./Exp.    Rate
<S>                                             <C>           <C>        <C>         <C>            <C>        <C>
Earning assets                                                        (Dollars in thousands)
  Loans receivable                              $469,311      $8,692     7.45%       $429,013      $7,839     7.33%
  Securities available for sale (AFS)            216,673       3,558     6.60%        249,045       3,866     6.23%
  Federal Home Loan Bank stock                     8,838         147     6.69%          7,215         122     6.78%
  Federal funds sold &
     interest-bearing deposits                     2,472          39     6.35%         10,648         130     4.90%
                                          --------------   ---------  --------   ------------   ---------  --------
      Total earning assets                       697,294      12,436     7.17%        695,921      11,957     6.89%
                                          --------------   ---------  --------   ------------   ---------  --------
Allowance for loan losses                         (5,536)                              (5,245)
Unrealized gain/(loss) on AFS securities         (10,508)                                (311)
Other assets                                      33,932                               35,283
                                          ---------------                         ------------
Total assets                                    $715,182                             $725,648
                                          ===============                         ============

Interest-bearing liabilities
  Savings deposits                               129,788         887     2.75%        140,076       1,015     2.91%
  NOW  deposits                                   38,356         135     1.42%         36,967         155     1.68%
  Certificates of deposit                        233,128       3,187     5.50%        225,599       2,808     4.99%
  Money market accounts                           27,286         261     3.85%         22,637         212     3.76%
  Borrowed funds                                 168,030       2,520     6.03%        165,982       2,261     5.46%
                                          --------------   ---------  --------   ------------   ---------  --------
      Total interest-bearing liabilities         596,588       6,990     4.71%        591,261       6,451     4.38%
                                          --------------   ---------  --------   ------------   ---------  --------
Demand deposits                                   36,637                               34,963
Other liabilities                                  6,776                               14,701
                                          ---------------                         ------------
Total liabilities                                640,001                              640,925
                                          ---------------                         ------------
Stockholders' equity                              75,181                               84,723
                                          ---------------                         ------------
Total liabilities & equity                      $715,182                             $725,648
                                          ===============                         ============

    Net interest income                                       $5,446                               $5,506

    Interest rate spread                                                 2.46%                                2.51%

    Net earning assets                          $100,706                             $104,660

    Net interest margin                                                  3.14%                                3.17%

    Average earning assets/Average
     interest-bearing liabilities                116.88%                              117.70%

</TABLE>
                                       11
<PAGE>
Consolidated Rate/Volume Analysis of Net Interest Income

     The following  table  presents the dollar amount of changes in interest and
dividend income and interest  expense for major components of earning assets and
interest-bearing  liabilities.  It distinguishes  between the changes related to
outstanding  balances and the changes due to changes in interest rates. For each
category of earning  assets and  interest-bearing  liabilities,  information  is
provided  on changes  attributable  to (i) changes in volume  (i.e.   changes in
volume  multiplied  by old rate) and (ii) changes in rate (i.e.  changes in rate
multiplied by old volume).  For purposes of this table,  changes attributable to
both  rate  and  volume,  which  cannot  be  segregated,   have  been  allocated
proportionately to the change due to volume and the change due to rate.

                                                  Three months ended June 30,
                                                           2000 vs. 1999
                                                -------------------------------
                                                       Increase
                                                      (Decrease)
                                                        Due to           Total
                                                ---------------------  Increase
                                                  Volume       Rate   (Decrease)
                                                ---------    --------  --------
Earning assets                                       (Dollars in thousands)
  Loans receivable ..........................    $   727      $  126     $  853
  Securities available for sale .............       (555)        247       (308)
  Federal Home Loan Bank stock ..............         27          (2)        25
  Federal funds sold and interest-bearing
     deposits ...............................       (149)         58        (91)
                                                ---------    --------  --------
      Total earning assets ..................         50         429        479
                                                ---------    --------  --------
Interest-bearing liabilities
  Savings deposits ..........................        (74)        (54)      (128)
  NOW  deposits .............................          6         (26)       (20)
  Certificates of deposit ...................         94         285        379
  Money market accounts .....................         44           5         49
  Borrowed funds ............................         27         232        259
                                                ---------    --------  --------
      Total interest-bearing liabilities ....         97         442        539
                                                ---------    --------  --------
    Net interest income .....................    $   (47)     $  (13)    $  (60)
                                                =========    ========  ========

                                       12
<PAGE>
Comparison  of  Operating  Results for the Three  Months Ended June 30, 2000 and
1999.

     Net Income.  Net income for the three  months  ended June 30, 2000 was $929
thousand  compared to $1.1 million for the three months ended June 30, 1999. Net
income for the three  months  ended June 30,  2000 was  reduced  primarily  as a
result of increased  non-interest expenses and decreased net interest income and
non-interest  income,  offset in part by a decrease  in the  provision  for loan
losses. These and other changes are discussed in more detail below.

     Net Interest Income.  Net interest income decreased $60 thousand,  or 1.1%,
to $5.4  million for the three  months ended June 30, 2000 from $5.5 million for
the three months ended June 30,  1999.  The decrease in net interest  income was
primarily  due to an  increase  in  the  average  balance  of  interest  bearing
liabilities  being  greater than the increase in the average  balance of earning
assets.  During the period, the average earning assets increased $1.4 million to
$697.3 million. However, the increase in the average balance of interest-bearing
liabilities of $5.3 million to $596.6  million  exceeded the increase in average
earning  assets.  The  increase in  interest-bearing  liabilities  exceeded  the
increase in earning  assets due  primarily to the  Company's  repurchase  of 448
thousand  shares of stock for a total cost of $7.0  million from the period July
1, 1999 through June 30, 2000.

     Earning assets consist of loans receivable,  securities available for sale,
federal  funds  sold,  interest-bearing  deposits,  and FHLB of New York  stock.
Interest-bearing liabilities consist of interest-bearing deposits, FHLB advances
and securities repurchase agreements.

     The interest  rate  spread,  which is the  difference  between the yield on
average  earning  assets and the cost of average  interest-bearing  liabilities,
decreased to 2.46% for the three months ended June 30, 2000,  from 2.51% for the
three months ended June 30,  1999.  The decrease in the interest  rate spread is
due  to the  increase  in  the  average  cost  of  interest-bearing  liabilities
exceeding the increase in the average yield on earning assets during the period.
The  Company  redeployed  assets  from  lower-yielding  federal  funds  sold and
securities available for sale to the higher-yielding  loan portfolio.  Primarily
due to this shift in asset mix, the average  yield on earning  assets  increased
from  6.89%  for the three  months  ended  June 30,  1999 to 7.17% for the three
months ended June 30, 2000.  The impact of this increase was offset by increases
in the  average  balance  of the higher  costing  certificates  of  deposit  and
borrowed funds of $7.5 million and $2.0 million, respectively. Likewise, for the
three  months  ended June 30,  2000 the  average  rate paid on  certificates  of
deposit and borrowed  funds  increased 51 basis points,  to 5.50%,  and 57 basis
points,  to 6.03%,  respectively.  Thus,  the average  cost of  interest-bearing
liabilities  increased  to 4.71% for the three  months  ended June 30, 2000 from
4.38% for the same period of the previous year. Many of the Company's securities
repurchase  agreements contain call features. If these repurchase agreements are
called (which is likely if interest  rates continue to increase) and the Company
cannot  replace the funding at a similar or lower  interest  rate,  the interest
rate spread is likely to continue to decrease.

                                       13

<PAGE>
     The  experience of the Company has been that net interest  income  declines
with  increases in interest  rates and that net interest  income  increases with
decreases in interest rates.  Generally,  during periods of increasing  interest
rates, the Company's  interest rate sensitive  liabilities would re-price faster
than its  interest  rate  sensitive  assets  causing a decline in the  Company's
interest rate spread and net interest margin. This would result from an increase
in the  Company's  cost of funds  that  would  not be  immediately  offset by an
increase  in its  yield on  earning  assets.  An  increase  in the cost of funds
without an  equivalent  increase  in the yield on earning  assets  would tend to
reduce net  interest  income.  This trend was  evident in 1999 and the first six
months of 2000 when interest rates generally began to increase during the second
half of 1999 and into 2000.  This increase in interest rates caused a decline in
the net interest  margin from 3.36% for the quarter ended September 30, 1999, to
3.19% for the quarter  ended  December  31, 1999 to 3.15% for the quarter  ended
March 31, 2000, and to 3.14% for the quarter ended June 30, 2000.

     The Company operates in an environment of intense  competition for deposits
and loans. The competition in today's  environment is not limited to other local
banks and thrifts,  but also includes a myriad of financial  services  providers
that are located both within and outside the Company's local market area. Due to
this  heightened  level of  competition  to attract  and retain  customers,  the
Company must continue to offer competitive interest rates on loans and deposits.
As a consequence of these competitive pressures, from time-to-time, the relative
spreads  between  interest  rates earned and interest  rates paid will  tighten,
exerting downward pressure on net interest income,  the interest rate spread and
the net interest margin.  This is especially true during periods when the growth
in  earning  assets  lags  behind the  growth in  interest-bearing  liabilities.
However,  management  does not want to  discourage,  by offering  noncompetitive
interest  rates,  the  creation  of new  customer  relationships  or  jeopardize
existing  relationships  thereby curtailing the Company's customer base and loan
growth and the attendant benefits to be derived from them.  Management  believes
that the longer-term benefits to be derived from this position will outweigh the
shorter-term  costs associated with attracting,  cross-selling  and retaining an
expanding customer base. The growing customer base provides the Company with the
potential for future,  profitable customer  relationships,  which should in turn
increase the value of the franchise.

     Interest and Dividend  Income.  Interest and dividend  income  increased by
$479  thousand,  or 4.0%,  to $12.4  million for the three months ended June 30,
2000 from $12.0  million for the three  months June 30,  1999.  The increase was
largely the result of the increase  and shift in the average  balance of earning
assets  from  federal  fund  sold  and  securities  available  for sale to loans
receivable  (and,  to a much lesser  extent,  FHLB stock.) This shift  consisted
primarily  of  increases  in the average  balance of loans  receivable  of $40.3
million,  or 9.4%,  and FHLB stock of $1.6  million,  or  22.49%,  substantially
offset by decreases in securities available for sale of $32.4 million, or 13.0%,
and federal funds sold and interest-bearing  deposits of $8.2 million, or 76.8%.
In addition to the increase and shift in the average  balance of earning  assets
was a 28 basis point increase in the average yield on total earning assets.  The
yield on the average balance of earning assets was 7.17% and 6.89% for the three
months ended June 30, 2000 and 1999, respectively.

                                       14

<PAGE>
     Interest  and fees on loans  increased  $853  thousand,  or 10.9%,  to $8.7
million for the three months ended June 30, 2000.  This  increase was  primarily
the result of an  increase  in the average  balance of net loans  receivable  of
$40.3  million,  or 9.4%, to $469.3  million for the three months ended June 30,
2000 from $429.0 million for the three months ended June 30, 1999.

     Interest  income on securities  available for sale decreased $308 thousand,
or 8.0%,  to $3.6  million  for the three  months  ended June 30, 2000 from $3.9
million for the previous  period.  This  decrease is  primarily  the result of a
decrease  in the  average  balance  of  securities  available  for sale of $32.4
million  offset in part by a 36 basis point  increase  in the  average  yield on
these securities.

     Interest  income  on  federal  funds  sold  and  interest-bearing  deposits
decreased  $91  thousand,  or 70.0%,  to $39 thousand for the three months ended
June 30, 2000 from $130 thousand for the previous  year's quarter  primarily due
to a decrease in the average balance of federal funds sold and  interest-bearing
deposits of $8.2 million, or 76.8%, resulting from the shift from lower yielding
federal  funds  sold and  interest-bearing  deposits  to higher  yielding  loans
receivable.

     Interest  Expense.  Total interest expense  increased by $539 thousand,  or
8.4%, to $7.0 million for the three months ended June 30, 2000 from $6.5 million
for the  three  months  ended  June 30,  1999.  Total  average  interest-bearing
liabilities increased by $5.3 million, or 0.9%, to $596.6 million for the second
quarter of 2000  compared to $591.3  million for the same period of the previous
year primarily due to the funding of the increase in average  earning assets and
the  repurchases of the Company's  stock.  During the same periods,  the average
rate paid on interest-bearing  liabilities increased by 33 basis points to 4.71%
from 4.38%.

     Total  interest  expense for the three months ended June 30, 2000 increased
primarily due to an increase of 57 basis points,  to 6.03%,  in the average rate
paid on total borrowed funds during the period. In addition, the average balance
on these funds  increased to $168.0  million for the three months ended June 30,
2000, from $166.0 million for the previous  period.  Likewise,  interest expense
relative to  certificates  of deposit and money market  accounts  increased as a
result of increases in the average balances on these deposit accounts. Moreover,
the  increase in  interest  on  certificates  of deposit  was  primarily  due to
increases in the average cost of these deposit accounts from 4.99% for the three
months ended June 30, 1999 to 5.50% for the three months ended June 30, 2000.

     Provision for Loan Losses. The Company's provision for loan losses is based
upon management's analysis of the adequacy of the allowance for loan losses. The
allowance is increased by a charge to the provision for loan losses,  the amount
of which  depends  upon an analysis of the changing  risks  inherent in the loan
portfolio.  Management  determines the adequacy of the allowance for loan losses
based upon its analysis of risk  factors in the loan  portfolio.  This  analysis
includes evaluation of credit risk, historical loss experience, current economic
conditions,  estimated fair value of underlying collateral,  delinquencies,  and
other factors. The provision for loan losses for the three months ended June 30,
2000  decreased  $120 thousand to $120 thousand from $240 thousand for the three
months ended June 30, 1999. The provision was reduced  primarily due to improved
asset quality, as evidenced by the decrease in the ratio of non-performing loans
to total loans from 0.89% at December 31, 1999 to 0.59% at June 30, 2000, offset
by an increase in net loan charge-offs.

                                       15

<PAGE>
     Non-Interest  Income.  Total non-interest income decreased by $62 thousand,
or 14.2%,  from $438  thousand  for the three months ended June 30, 1999 to $376
thousand for the three months ended June 30, 2000.  This  decrease was primarily
due to the sale of approximately $3.0 million in investments of mortgage-related
securities  during the quarter  ended June 30, 2000,  resulting in a loss of $46
thousand.  In  addition,  service  charges on  deposit  accounts  decreased  $44
thousand to $306 thousand for the second  quarter of 2000 from $350 thousand for
the same period of the previous year primarily due to the reduction in volume of
NSF  fees  charged  to  customers.  Partially,  offsetting  this  decrease  were
increases relative to the increase in fees charged for cashing  non-customer tax
refund checks,  in addition to fees  associated with the purchase of bank checks
and money  orders.  Moreover,  the Bank now charges an ATM fee for  non-customer
transactions made at the Bank's ATM machines.

     Non-Interest  Expenses.  Non-interest  expenses increased $299 thousand, or
7.8%, to $4.1 million for the three months ended June 30, 2000 from $3.8 million
for the three  months  ended June 30,  1999  primarily  due to  increased  costs
associated  with  salaries,  wages  and  benefits  and  real  estate  owned  and
repossessed  assets.  Also  impacting  non-interest  expenses  during the second
quarter of 2000 were  professional  fees  associated  with  certain tax planning
strategies  being  implemented  by the  Company.  These  and other  changes  are
discussed in more detail below.

     Salaries,  wages and benefits expense increased by $101 thousand,  or 5.3%,
for the second  quarter of 2000  primarily  due to an increase  in salaries  and
wages  associated  with the increase in staff in the commercial  loan department
due to the  Company's  decision  to  increase  emphasis  in  growing  commercial
lending,  coupled  with  the  establishment  of  the  Senior  Management  Salary
Incentive  Plan during the second  quarter of 1999.  Also  contributing  to this
increase  was the general  cost of living and merit raises given to employees at
the beginning of 2000.  Management  believes that  salaries,  wages and benefits
expenses may fluctuate in future  periods as costs related to the Company's ESOP
are dependent on the Company's  average stock price.  The expense related to the
ESOP for the second  quarter of 2000 was $22 thousand  lower than the comparable
quarter in 1999 due to the lower stock price in 2000 relative to 1999.

     Occupancy and equipment  increased $17 thousand,  or 3.1%, to $572 thousand
for the three months ended June 30, 2000,  from $555 thousand in 1999  primarily
due  to an  increase  in  depreciation  of  furniture,  fixtures  and  equipment
primarily resulting from computer hardware and software upgrades related to year
2000 compliance during the second quarter of 1999.

     Real estate owned and repossessed  assets expense increased $50 thousand to
$44 thousand for the three months ended June 30, 2000 due primarily  from losses
recognized  on the sale of real estate owned and  repossessed  assets during the
period.

     Professional  fees increased $61 thousand,  or 69.3%,  to $149 thousand for
the three  months ended June 30,  2000,  from $88  thousand  for the  comparable
period of the previous  year.  The increased  professional  fees were  primarily
associated  with  certain  tax  planning  strategies  being  implemented  by the
Company.  Moreover,  if the  Company's  tender  offer for the purchase of Cohoes
Bancorp,  Inc.  ("Cohoes") is unsuccessful  it's expected that professional fees
will  increase in future  periods.  See Part II item 5 for  further  information
regarding the Company's tender offer of Cohoes.

                                       16
<PAGE>

     Other  non-interest  expense  increased  $67  thousand,  or  8.9%,  to $820
thousand for the three months ended June 30, 2000 when  compared to the previous
period.  This  increase  was  primarily  due to  expenses  associated  with  the
promotion and  advertising of time deposit and lending  products  offered during
the quarter ended June 30, 2000.

     Income Tax  Expense.  Income tax expense  decreased  by $138  thousand,  or
17.8%,  to $638  thousand  for the three  months  ended June 30,  2000 from $776
thousand for the three months  ended June 30, 1999.  The decrease was  primarily
the result of the  decrease  in income  before  taxes,  as well as  certain  tax
planning strategies being implemented by the Company.


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.















                                       17

<PAGE>
<TABLE>
<CAPTION>
                                                                        Six months ended June 30,
                                                              2000                                   1999
                                          ------------------------------------   -------------------------------------
                                                Average     Interest    Yield/        Average     Interest    Yield/
                                                Balance     Inc./Exp.    Rate         Balance     Inc./Exp.    Rate
<S>                                             <C>           <C>        <C>         <C>            <C>        <C>
Earning assets                                                        (Dollars in thousands)
  Loans receivable                              $470,173     $17,389     7.44%       $427,099     $15,620     7.38%
  Securities available for sale (AFS)            218,775       7,225     6.64%        246,897       7,658     6.25%
  Federal Home Loan Bank stock                     8,793         294     6.72%          7,215         241     6.74%
  Federal funds sold &
     interest-bearing deposits                     2,648          72     5.47%         17,279         402     4.69%
                                          --------------   ---------  --------   ------------   ---------  --------
      Total earning assets                       700,389      24,980     7.17%        698,490      23,921     6.91%
                                          --------------   ---------  --------   ------------   ---------  --------
Allowance for loan losses                         (5,533)                              (5,115)
Unrealized gain/(loss) on AFS securities         (10,563)                                  20
Other assets                                      34,902                               32,924
                                          ---------------                         ------------
Total assets                                    $719,195                             $726,319
                                          ===============                         ============

Interest-bearing liabilities
  Savings deposits                               129,156       1,762     2.74%        139,457       2,007     2.90%
  NOW  deposits                                   37,159         247     1.34%         37,369         299     1.61%
  Certificates of deposit                        232,525       6,290     5.44%        226,665       5,670     5.04%
  Money market accounts                           27,952         535     3.85%         22,520         426     3.81%
  Borrowed funds                                 174,987       5,184     5.96%        169,843       4,620     5.49%
                                          --------------   ---------  --------   ------------   ---------  --------
      Total interest-bearing liabilities         601,779      14,018     4.68%        595,854      13,022     4.41%
                                          --------------   ---------  --------   ------------   ---------  --------
Demand deposits                                   35,998                               33,096
Other liabilities                                  6,026                               12,216
                                          ---------------                         ------------
Total liabilities                                643,803                              641,166
                                          ---------------                         ------------
Stockholders' equity                              75,392                               85,153
                                          ---------------                         ------------
Total liabilities & equity                      $719,195                             $726,319
                                          ===============                         ============

    Net interest income                                      $10,962                              $10,899

    Interest rate spread                                                 2.49%                                2.50%

    Net earning assets                          $ 98,610                             $102,636

    Net interest margin                                                  3.15%                                3.15%

    Average earning assets/Average
     interest-bearing liabilities                116.39%                              117.23%

</TABLE>
                                       18
<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.

                                                     Six months ended June 30,
                                                           2000 vs. 1999
                                                -------------------------------
                                                       Increase
                                                      (Decrease)
                                                        Due to           Total
                                                ---------------------  Increase
                                                  Volume       Rate   (Decrease)
                                                ---------    --------  --------
Earning assets                                       (Dollars in thousands)
  Loans receivable ..........................    $ 1,632      $  137     $1,769
  Securities available for sale .............       (946)        513       (433)
  Federal Home Loan Bank stock ..............         53          --         53
  Federal funds sold and interest-bearing
     deposits ...............................       (412)         82       (330)
                                                ---------    --------  --------
      Total earning assets ..................        327         732      1,059
                                                ---------    --------  --------
Interest-bearing liabilities
  Savings deposits ..........................       (141)       (104)      (245)
  NOW  deposits .............................         (2)        (50)       (52)
  Certificates of deposit ...................        154         466        620
  Money market accounts .....................        105           4        109
  Borrowed funds ............................        147         417        564
                                                ---------    --------  --------
      Total interest-bearing liabilities ....        263         733        996
                                                ---------    --------  --------
    Net interest income .....................    $    64      $   (1)    $   63
                                                =========    ========  ========


                                       19

<PAGE>
Comparison of Operating Results for the Six Months Ended June 30, 2000 and 1999.

     Net Income.  Net income  decreased by $214 thousand,  or 10.1%, for the six
months  ended June 30, 2000 to $1.9 million from $2.1 million for the six months
ended June 30,  1999.  Net income  for the six  months  ended June 30,  2000 was
reduced primarily as a result of increased non-interest expenses, offset in part
by a decrease in the  provision  for loan losses and an increase in net interest
income. These and other changes are discussed in more detail below.

     Net Interest Income.  Net interest income increased $63 thousand,  or 0.6%,
to $11.0  million for the six months ended June 30, 2000 from $10.9  million for
the six months  ended June 30, 1999.  The  increase in net  interest  income was
primarily  due to an increase of $1.9 million in the average  balance of earning
assets   partially   offset  by  an   increase   in  the   average   balance  of
interest-bearing  liabilities of $5.9 million, or 1.0%. The interest rate spread
and net  interest  margin  for the six months  ended June 30,  2000 of 2.49% and
3.15%,  respectively,  were  consistent with the ratios for the six months ended
June 30, 1999 of 2.50% and 3.15%, respectively.

     Interest and Dividend  Income.  Interest and dividend  income  increased by
$1.1  million,  or 4.4%, to $25.0 million for the six months ended June 30, 2000
from $23.9  million for the six months  ended June 30,  1999.  The  increase was
largely the result of increases in the average  balance of loans  receivable  of
$43.1 million, or 10.1%, and FHLB stock of $1.6 million, or 21.9%, substantially
offset by decreases in securities available for sale of $28.1 million, or 11.4%,
and federal funds sold and interest-bearing deposits of $14.6 million, or 84.7%.
In addition to the increase and shift in the average  balance of earning  assets
was a 26 basis point increase in the average yield on total earning assets.  The
yield on the average  balance of earning  assets was 7.17% and 6.91% for the six
months ended June 30, 2000 and 1999, respectively.

     Interest  and fees on loans  increased  $1.8  million,  or 11.3%,  to $17.4
million for the six months ended June 30, 2000.  This increase was primarily the
result of an increase in the average  balance of net loans  receivable  of $43.1
million, or 10.1%, to $470.2 million for the six months ended June 30, 2000 from
$427.1 million for the six months ended June 30, 1999.

     Interest  income on securities  available for sale decreased $433 thousand,
or 5.7%,  to $7.2  million  for the six  months  ended  June 30,  2000 from $7.7
million for the same period of the previous year. This decrease is primarily the
result of a decrease in the average balance of securities  available for sale of
$28.1 million  offset in part by a 39 basis point  increase in the average yield
on these securities.

     Interest  income  on  federal  funds  sold  and  interest-bearing  deposits
decreased $330 thousand, or 82.1%, to $72 thousand for the six months ended June
30, 2000 from $402 thousand for the previous year primarily due to a decrease in
the average balance of federal funds sold and interest-bearing deposits of $14.6
million,  or 84.7%,  resulting from the shift from lower yielding  federal funds
sold and interest-bearing deposits to higher yielding loans receivable.

                                       20

<PAGE>

     Interest  Expense.  Total interest expense  increased by $996 thousand,  or
7.6%, to $14.0 million for the six months ended June 30, 2000 from $13.0 million
for  the  six  months  ended  June  30,  1999.  Total  average  interest-bearing
liabilities  increased by $5.9 million, or 1.0%, to $601.8 million for the first
six  months  of 2000  compared  to  $595.9  million  for the same  period of the
previous year  primarily  due to the funding of the increase in average  earning
assets and the repurchases of the Company's stock. During the same periods,  the
average rate paid on interest-bearing  liabilities  increased by 27 basis points
to 4.68% from 4.41%.

     Total  interest  expense for the six months  ended June 30, 2000  increased
primarily due to an increase of 47 basis points,  to 5.96%,  in the average rate
paid on total borrowed funds during the period. In addition, the average balance
on these funds  increased  to $175.0  million for the six months  ended June 30,
2000, from $169.8 million for the previous  period.  Likewise,  interest expense
relative to  certificates  of deposit and money market  accounts  increased as a
result of increases in the average balances on these deposit accounts. Moreover,
the  increase in  interest  on  certificates  of deposit  was  primarily  due to
increases in the average cost of these  deposit  accounts from 5.04% for the six
months ended June 30, 1999 to 5.44% for the six months ended June 30, 2000.

     Provision for Loan Losses. The provision for loan losses for the six months
ended June 30, 2000  decreased $255 thousand to $240 thousand from $495 thousand
for the six months ended June 30, 1999. The provision was reduced  primarily due
to  improved  asset  quality,  as  evidenced  by the  decrease  in the  ratio of
non-performing  loans to total loans from 0.89% at December 31, 1999 to 0.59% at
June 30, 2000, offset by an increase in net loan charge-offs.

     Non-Interest Income. Total non-interest income increased by $3 thousand, or
0.3%,  to $865  thousand  for the three  months  ended  June 30,  2000 from $862
thousand  for the three months ended June 30,  1999.  As  previously  mentioned,
during the quarter  ended June 30,  2000,  the Company sold  approximately  $3.0
million in investments of mortgage-related  securities recognizing a loss of $46
thousand.  Likewise,  service charges on deposit accounts decreased $42 thousand
from  comparable  periods  primarily  due to the reduction in volume of NSF fees
charged to customers.  During the first quarter of 2000,  the Company  increased
its fees charged for cashing non-customer tax refund checks, in addition to fees
associated with the purchase of bank checks and money orders. Moreover, the Bank
now  charges  an ATM fee for  non-customer  transactions  made at the Bank's ATM
machines. Also included in other non-interest income during the first quarter of
2000 was the  recognition  of income for an experience  refund from an insurance
carrier on consumer loans in the amount of $11 thousand.

     Non-Interest  Expenses.  Non-interest  expenses increased $731 thousand, or
9.6%, to $8.3 million for the three months ended June 30, 2000 from $7.6 million
for the three  months  ended June 30,  1999  primarily  due to  increased  costs
associated with salaries, wages and benefits and data processing. Also impacting
non-interest  expenses during the first quarter of 1999 were the acceleration of
depreciation and amortization of equipment and leasehold improvements due to the
closing of a branch. These and other changes are discussed in more detail below.

                                       21

<PAGE>

     Salaries,  wages and benefits expense increased by $365 thousand,  or 9.7%,
for the first six months of 2000  primarily  due to an increase in salaries  and
wages  associated  with the increase in staff in the commercial  loan department
due to the  Company's  decision  to  increase  emphasis  in  growing  commercial
lending,  coupled  with  the  establishment  of  the  Senior  Management  Salary
Incentive  Plan during the second  quarter of 1999.  Also  contributing  to this
increase  was the general  cost of living and merit raises given to employees at
the beginning of 2000. In addition,  during the first quarter of 1999, salaries,
wages and  benefits  expense  was  reduced  due to the  reversal  of an  accrual
associated with severance  offered to an employee  terminated at the time of the
merger which was not  accepted.  Management  believes that  salaries,  wages and
benefits  expenses  may  fluctuate  in future  periods  as costs  related to the
Company's ESOP are dependent on the Company's  average stock price.  The expense
related to the ESOP for the first six months of 2000 was $56 thousand lower than
the  comparable  period in 1999 due to the lower stock price in 2000 relative to
1999.

     Occupancy  and equipment  decreased $14 thousand,  or 1.2%, to $1.2 million
for the six months  ended June 30,  2000 when  compared to the  previous  period
primarily due to the  acceleration of depreciation and amortization of equipment
and leasehold improvements,  during the first quarter of 1999, on a branch being
closed as a result of the acquisition of AFSALA Bancorp,  Inc.  Offsetting these
decreases was an increase in depreciation  of furniture,  fixtures and equipment
primarily resulting from computer hardware and software upgrades related to year
2000 compliance subsequent to the first quarter of 1999.

     Data processing  increased $155 thousand,  or 24.8%,  from $626 thousand in
1999 to $781  thousand for the six months ended June 30, 2000.  During the first
quarter of 1999, at the time of the initial  conversion of the core  application
data  system,  the Bank  received  credits  from the new  data  center  totaling
approximately  $92 thousand to be applied  against data  processing  fees in the
first quarter of 1999. No such credits were received in the 2000 period.

     Other  non-interest  expenses  increased  $135  thousand,  or 8.7%, to $1.7
million  for the six months  ended June 30, 2000 when  compared to the  previous
period.  This  increase  was  primarily  due to  expenses  associated  with  the
promotion and  advertising of time deposit and lending  products  offered during
the first half of 2000.

     Income Tax  Expense.  Income tax expense  decreased  by $196  thousand,  or
12.6%,  to $1.4 million for the six months ended June 30, 2000 from $1.6 million
for the six months ended June 30, 1999. The decrease was primarily the result of
the decrease in income before taxes.

                                       22

<PAGE>

ASSET QUALITY

Non-Performing Assets

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

                                        June 30,  Dec.31,
                                         2000      1999
                                        ------    ------
                                         (In thousands)
Non-accruing loans:
   One-to four-family (1)............   $1,308    $1,570
   Commercial real estate ...........       84       274
   Consumer .........................      261       434
   Commercial business ..............      389       298
                                        ------    ------
     Total ..........................    2,042     2,576
                                        ------    ------
Accruing loans delinquent
   more than 90 days:
   One-to four-family (1)............      164       372
   Commercial real estate ...........       --       685
   Consumer .........................        9        11
                                        ------    ------
     Total ..........................      173     1,068
                                        ------    ------
Troubled debt restructured loans:
   One-to four-family (1)............       83        84
   Commercial real estate ...........      466       475
   Commercial business ..............        4         7
                                        ------    ------
     Total ..........................      553       566
                                        ------    ------
Total non-performing loans ..........    2,768     4,210
                                        ------    ------
Foreclosed assets:
   One-to four-family (1)............      109       126
   Commercial real estate ...........      112       142
   Consumer .........................       21        54
                                        ------    ------
     Total ..........................      242       322
                                        ------    ------
Total non-performing assets .........   $3,010    $4,532
                                        ======    ======
Non-performing loans as a percentage
of total loans ......................     0.59%     0.89%

Non-performing assets as a percentage
of total assets .....................     0.42%     0.61%

(1)  Includes home equity loans.


                                       23
<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 six months
                                             ended June 30,
                                           2000         1999
                                          -------     -------
                                             (In thousands)

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

Charge-offs:
     One- to four-family (1)...........        (1)        (55)
     Consumer .........................      (186)        (51)
     Commercial business ..............        (6)        (49)
                                          -------     -------
        Total charge-offs .............      (193)       (155)

Recoveries:
     One- to four-family (1)...........         1        --
     Commercial real estate ...........      --            35
     Consumer .........................        11          71
     Commercial business ..............         6          15
                                          -------     -------
        Total recoveries ..............        18         121

Net charge-offs .......................      (175)        (34)
Provisions charged to operations ......       240         495
                                          -------     -------
Balance at end of period ..............     5,574       5,352
                                          =======     =======

Ratio of allowance for loan
losses to total loans (period end) ....      1.20%       1.23%

Ratio of allowance for loan losses
to non-performing loans (at period end)    201.37%     167.98%

Ratio of net charge-offs during the
period to average loans outstanding
during period (annualized) ............      0.07%       0.02%

(1) Includes home equity loans.
                                       24
<PAGE>

Liquidity and Capital Resources

     The Bank is required by OTS  regulations  to  maintain,  for each  calendar
month, a daily average  balance of cash and eligible  liquid  investments of not
less than 4% of the average  daily balance of its net  withdrawable  savings and
borrowings (due in one year or less) during the preceding  calendar month.  This
liquidity  requirement may be changed from time to time by the OTS to any amount
within the range of 4% to 10%. The Bank's average liquidity ratio was 31.86% and
28.36% at June 30, 2000 and December 31, 1999, respectively.

     The  Company's  sources of liquidity  include  cash flows from  operations,
principal  and  interest  payments  on  loans,  mortgage-backed  securities  and
collateralized mortgage obligations,  maturities of securities, deposit inflows,
borrowings  from the FHLB of New York and proceeds  from the sale of  securities
sold under agreements to repurchase.

     While maturities and scheduled amortization of loans and securities are, in
general, a predictable  source of funds,  deposit flows and prepayments on loans
and  securities  are greatly  influenced  by general  interest  rates,  economic
conditions  and  competition.  In  addition,  the Bank  invests  excess funds in
overnight deposits which provide liquidity to meet lending requirements.

     In addition to deposit  growth,  the Company borrows funds from the FHLB of
New York or may utilize  other types of borrowed  funds to  supplement  its cash
flows. At June 30, 2000 and December 31, 1999, the Company had $74.4 million and
$92.2 million,  respectively,  in outstanding borrowings from the FHLB and $82.6
million and $112.7 million,  respectively,  in securities repurchase agreements,
the vast majority of which are also with the FHLB.

     As of June 30, 2000 and December 31, 1999,  the Company had $205.1  million
and $212.1  million,  respectively,  of  securities  classified as available for
sale. The liquidity of the securities  available for sale portfolio provides the
Company  with  additional  potential  cash flows to meet loan growth and deposit
flows.

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

     The Bank is subject to federal  regulations  that  impose  certain  minimum
capital requirements.  At June 30, 2000, the Bank's capital exceeded each of the
regulatory  capital  requirements of the OTS. The Bank is "well  capitalized" at
June 30, 2000 according to regulatory  definition.  At June 30, 2000, the Bank's
tangible  and core  capital  levels  were  both  $66.4  million  (9.30% of total
adjusted  assets)  and its total  risk-based  capital  level  was $70.4  million
(21.99% of total  risk-weighted  assets).  The minimum  regulatory capital ratio
requirements of the Bank are 1.5% for tangible  capital,  4.0% for core capital,
and 8.0% for total risk-based capital.

                                       25

<PAGE>

     During the first six months of 2000, the Company  repurchased 84,224 shares
of its common stock in open-market transactions at a total cost of $1.1 million.

Effect of Inflation and Changing Prices

     The Company's  consolidated financial statements and related data presented
herein have been  prepared in  accordance  with  generally  accepted  accounting
principles,  which require the  measurement of financial  position and operating
results  in terms of  historical  dollars,  without  considering  changes in the
relative purchasing power of money over time due to inflation. Unlike industrial
companies,   virtually  all  of  the  assets  and  liabilities  of  a  financial
institution  are  monetary in nature.  As a result,  interest  rates have a more
significant impact on a financial institution's  performance than the effects of
general levels of inflation.  Interest rates do not necessarily move in the same
direction or with the same magnitude as the prices of goods and services.

Recent Accounting Pronouncement

     In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes  accounting and reporting
standards for derivative  instruments,  including certain derivative instruments
embedded in other  contracts,  and for  hedging  activities.  As  amended,  this
Statement is effective for all fiscal  quarters of fiscal years  beginning after
June 15, 2000.  Management  is currently  evaluating  what impact,  if any, this
Statement will have on the Company's consolidated financial statements.


Item 3.

     Quantitative And Qualitative Disclosures About Market Risk


     There have been no material  changes in the  Company's  interest  rate risk
position  since December 31, 1999.  Other types of market risk,  such as foreign
exchange rate risk and  commodity  price risk, do not arise in the normal course
of the Company's business activities.

                                       26
<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 convened on
May 26, 2000.

     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 J.,
Daly,  For -  4,424,325,  Withheld  -  239,738,  Marvin  R.  LeRoy,  Jr.,  For -
4,423,830,  Withheld - 240,233 Lawrence B. Seidman, For - 4,406,788,  Withheld -
257,275, Ronald S. Tecler, For - 4,424,307, Withheld - 239,756.

     Proxies were also solicited at the annual meeting for the  ratification  of
the appointment of KPMG LLP as independent auditors of the Company. The proposal
was adopted, with 4,647,789 shares voting For, 10,330 shares voting Against, and
5,944 shares Abstaining.


Item 5.   Other Information

     On July 27, 2000,  the Company  announced its intention to solicit  proxies
against the proposed merger of Cohoes Bancorp, Inc. ("Cohoes") with Hudson River
Bancorp.,  Inc. (the "Merger").  On July 31, 2000, the Company filed preliminary
proxy materials with the Securities and Exchange Commission ("SEC"). The Company
intends to mail its proxy materials as soon as possible following  completion of
SEC  review of the  materials.  In  addition,  on August 9,  2000,  the  Company
commenced a tender offer for all of the outstanding  shares of Cohoes for $16.50
per share  and  filed its  tender  offer  materials  with the SEC on that  date.
Investors are urged to carefully read the proxy materials, as well as the tender
offer materials, filed with the SEC, because they contain important information.
Investors may obtain a free copy of the  preliminary  proxy  materials,  and the
tender offer materials, at the SEC's website at www.sec.gov. These documents may
also be  obtained  for free from the Company by  directing a written  request to
Ambanc  Holding  Co.,  Inc.,  11  Division  Street,  Amsterdam,  New York 12010,
Attention:  Secretary.  The Company and its directors and executive officers may
be deemed to be  "participants"  in the Company's  solicitation  of proxies from
Cohoes  shareholders to be voted against the proposed Merger.  Information about
the  participants,  including  their  holdings of Cohoes stock,  may be obtained
through the SEC's website in a Rule 14a-12  statement  filed by the Company with
the SEC.


Item 6.  Exhibits and Reports on Form 8-K

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

            Financial data schedule, Exhibit #27

      (b)   Reports on Form 8-K

               During  the  quarter  under  report,  a Form 8-K (item 5 & 7) was
               filed on June 30, 2000.

                                       27
<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:  August 11, 2000



/s/ James J. Alescio

James J. Alescio
Senior Vice President, CFO and Treasurer
(Principal Financial and Accounting Officer)
Date:  August 11, 2000























                                       28