As filed with the Securities and Exchange Commission on September 3, 1999
                                                Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                            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)

                              MOHAWK COMMUNITY BANK
                   401(k) SAVINGS PLAN IN RSI RETIREMENT TRUST
                            (Full title of the plan)

                            James S. Fleischer, P.C.
                           James M. Larkins, III, Esq.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                            1100 New York Ave., N.W.
                             Washington, D.C. 20005
                     (Name and address of agent for service)
                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
============================================================================================================

                                                        Proposed            Proposed
                                                        maximum             maximum
Title of securities                Amount to be       offering price        aggregate          Amount of
 to be registered                   registered          per share         offering price    registration fee
------------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>                <C>                     <C>
Common Stock, $.01 par value      150,000 shares      $16.03125(1)       $2,404,688(1)           $669(1)

Interests in Plan                     N/A(2)              N/A                 N/A                  N/A
============================================================================================================

<FN>

(1)      Estimated in  accordance  with Rule 457(h),  calculated on the basis of
         $16.03125  per share,  which was the average of the high and low prices
         of Ambanc  Holding Co.,  Inc.'s common stock on the Nasdaq Stock Market
         on August 31, 1999.
(2)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended,  this  Registration  Statement also covers an indeterminate
         amount of  interests  to be offered or sold  pursuant  to the  employee
         benefit plan described  herein.  In accordance with Rule 457(h)(2),  no
         separate fee calculation is made for plan interests.

</FN>

</TABLE>

<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


     The document(s)  containing the information specified in Part I of Form S-8
will be sent or  given to  participants  in the  Mohawk  Community  Bank  401(k)
Savings Plan in RSI Retirement Trust (the "Plan") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange  Commission (the "Commission")  under
the Securities Act of 1933, as amended (the "Securities Act").

     Such  document(s) are not being filed with the  Commission,  but constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

     The following documents  previously or concurrently filed by Ambanc Holding
Co.,  Inc.  (the  "Company")  with the  Commission  are hereby  incorporated  by
reference  in this  Registration  Statement  and the  prospectus  to which  this
Registration Statement relates (the "Prospectus"):

         1.       The Annual  Report on Form 10-K of the  Company for the fiscal
                  year ended December 31, 1998 (File No. 0-27036) filed pursuant
                  to Rule  13a-1 of the  Securities  Exchange  Act of  1934,  as
                  amended (the "Exchange Act").

         2.       All other  reports  filed by the  Company  pursuant to Section
                  13(a) or 15(d) of the Exchange Act since the end of the period
                  covered by the Annual Report referred to above.

         3.       The description of the Company's common stock contained in the
                  Company's  Registration  Statement  on Form 8-A filed with the
                  Commission on October 20, 1995,  and any amendments or reports
                  filed for the purpose of updating the description.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections  13(a),  13(c),  14 or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this Registration  Statement and the Prospectus and to be a part hereof and
thereof from the date of the filing of these documents.  Any statement contained
in the documents  incorporated,  or deemed to be  incorporated,  by reference in
this Registration  Statement or in the Prospectus shall be deemed to be modified
or superseded for purposes of this Registration  Statement and the Prospectus to
the  extent  that a  statement  contained  herein  or  therein  or in any  other
subsequently  filed document which also is, or is deemed to be,  incorporated by
reference  herein or therein  modifies or supersedes  such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or  superseded,  to  constitute a part of this  Registration  Statement  and the
Prospectus.

     All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements  appearing  in  the  documents  incorporated  herein  or  therein  by
reference.

Item 4.   Description of Securities.

     Not Applicable.


                                      II-1

<PAGE>



Item 5.   Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.   Indemnification of Directors and Officers.

     Article ELEVENTH of the Company's Certificate of Incorporation provides for
indemnification  of directors and officers of the Registrant against any and all
liabilities,  judgments,  fines and reasonable settlements,  costs, expenses and
attorneys'  fees  incurred in any actual,  threatened  or potential  proceeding,
except to the extent that such  indemnification  is limited by Delaware  law and
such law cannot be varied by contract or bylaw.  Article  ELEVENTH also provides
for the authority to purchase insurance with respect thereto.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes a  corporation's  board of directors to grant indemnity under certain
circumstances  to directors and  officers,  when made, or threatened to be made,
parties to certain  proceedings  by reason of such status with the  corporation,
against  judgments,  fines,  amounts paid in settlement and expenses,  including
attorneys'  fees.  Such  indemnification  is  limited  to  expenses,   including
attorneys'  fees,  where  the  proceeding  is  one  by or in  the  right  of the
corporation. The corporation, under certain circumstances, is also authorized to
indemnify  directors and officers of other  corporations  or enterprises who are
serving as such at the request of the  corporation,  when such persons are made,
or  threatened  to be made,  parties  to certain  proceedings  by reason of such
status, against judgments, fines, settlements and expenses, including attorneys'
fees.  Indemnification  is  permitted  where such  person (i) was acting in good
faith,  (ii) was  acting  in a manner  he  reasonably  believed  to be in or not
opposed  to the  best  interests  of the  corporation  or other  corporation  or
enterprise, as appropriate,  (iii) with respect to a criminal proceeding, had no
reasonable cause to believe his conduct was unlawful,  and (iv) was not adjudged
to be liable to the  corporation  (unless  the court  where the  proceeding  was
brought  determines  that such  person  is fairly  and  reasonably  entitled  to
indemnity).

     Unless  ordered by a court,  indemnification  may be made only  following a
determination that such  indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by a majority  vote of the  corporation's  directors who are not at the
time  parties to such  proceeding,  even  though  less than a quorum;  (ii) by a
committee of the board of directors  designated  by a majority of the  directors
referred to in item (i),  even though less than a quorum;  (iii) by  independent
legal counsel in a written opinion; or (iv) by the stockholders.

     Section 145 also permits  expenses  incurred by  directors  and officers in
defending a  proceeding  to be paid by the  corporation  in advance of the final
disposition  of such  proceeding  upon  the  receipt  of an  undertaking  by the
director or officer to repay such amounts if it is ultimately determined that he
is not entitled to be indemnified by the corporation against such expenses.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

                                      II-2

<PAGE>



Item 8.   Exhibits.

<TABLE>
<CAPTION>
                                                                              Reference
                                                                               to Prior
                                                                              Filing or
Regulation                                                                     Exhibit
    S-K                                                                         Number
  Exhibit                                                                      Attached
  Number         Description of Exhibits                                        Herto
----------- ---------------------------------------------------------         ---------
<S>         <C>                                                               <C>
 4.1         Certificate of Incorporation of Ambanc Holding Co., Inc.               *

 4.2         Bylaws of Ambanc Holding Co., Inc.                                     *

 4.3         Form of Certificate of Common Stock of Ambanc Holding Co., Inc.        *

 5           Opinion of Silver, Freedman & Taff, L.L.P.                             5

23.1         Consent of KPMG LLP                                                   23.1

23.2         Consent of Silver, Freedman & Taff, L.L.P.                          Contained
                                                                                in Exhibit 5

24           Power of Attorney                                                   Contained
                                                                                on signature
                                                                                    page


------------------
<FN>

* Filed as exhibits to the Registrant's Registration Statement on Form S-1 (File
No.  33-96654)  filed with the  Commission  on September 7, 1995 pursuant to the
Securities  Act of 1933.  All of such  previously  filed  documents  are  hereby
incorporated by reference in accordance with Item 601 of Regulation S-K.

</FN>

</TABLE>

     The Registrant  hereby  undertakes that it will submit or has submitted the
Plan and any amendment  thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under  Section 401 of the Internal  Revenue Code of 1986, as
amended.


                                      II-3

<PAGE>



Item 9.   Undertakings.

     (a) The undersigned Registrant hereby undertakes:

                           (1) To file,  during  any  period in which  offers or
                  sales are  being  made,  a  post-effective  amendment  to this
                  registration statement:

                                   (i)    To include any  prospectus required by
                                          section 10(a)(3) of the Securities Act
                                          of 1933;

                                   (ii)   To  reflect  in   the  prospectus  any
                                          facts  or  events  arising  after  the
                                          effective  date  of  the  registration
                                          statement   (or   the    most   recent
                                          post-effective    amendment   thereof)
                                          which,    individually   or   in   the
                                          aggregate,  represent  a   fundamental
                                          change  in  the  information set forth
                                          in the registration statement;

                                   (iii)  To  include any  material  information
                                          with    respect   to   the   plan   of
                                          distribution not previously  disclosed
                                          in  the registration  statement or any
                                          material  change to  such  information
                                          in the registration statement;

                  provided,  however,  that clauses (i) and (ii) do not apply if
                  the  information  required to be included in a  post-effective
                  amendment by those  clauses is  contained in periodic  reports
                  filed  with  or  furnished  to  the  Securities  and  Exchange
                  Commission by the Registrant pursuant to Section 13 or Section
                  15(d) of the  Exchange  Act of 1934 that are  incorporated  by
                  reference in the registration statement.

                           (2)  That,  for  the  purpose  of   determining   any
                  liability   under  the  Securities  Act  of  1933,  each  such
                  post-effective   amendment   shall  be  deemed  to  be  a  new
                  registration  statement  relating  to the  securities  offered
                  therein,  and the  offering  of such  securities  at that time
                  shall be deemed to be the initial bona fide offering thereof.

                           (3)  To  remove  from  registration  by  means  of  a
                  post-effective   amendment   any  of  the   securities   being
                  registered  which  remain  unsold  at the  termination  of the
                  offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


                                      II-4

<PAGE>



     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-5

<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for filing on Form S-8 and the  Registrant  has duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized  in  the City  of Amsterdam,  State of New York, on September 3,
1999.

                                          AMBANC HOLDING CO., INC.


                                          By: /s/ JOHN M. LISICKI
                                              -------------------------------
                                              John M. Lisicki, President and
                                               Chief Executive Officer
                                              (Duly Authorized Representative)

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

     We, the  undersigned,  hereby appoint John M. Lisicki and James J. Alescio,
our true and lawful attorneys and agents,  to do any and all things in our names
in the capacities  indicated below which they may deem necessary or advisable to
enable the Registrant to comply with the Securities Act of 1933, as amended, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,  in connection with the Registration  Statement on Form S-8 relating
to the offering of the Registrant's common stock,  including  specifically,  but
not  limited  to,  power  and  authority  to  sign  for us in our  names  in the
capacities  indicated  below  in  this  Registration  Statement,   any  and  all
amendments (including post-effective amendments) thereto; and we hereby approve,
ratify and confirm all that John M. Lisicki and James J. Alescio shall  lawfully
do or cause to be done by virtue thereof.


/s/ JOHN M. LISICKI
--------------------------------------           -------------------------------
john M. Lisicki                                  James J. Bettini, Sr.
President, Chief Executive Officer and           Director
  Director
(Principal Executive Officer)

Date:      September 3, 1999                     Date:
       -------------------------                      -----------------------


/s/ JAMES J. ALESCIO                             /s/ JOHN J. DALY
--------------------------------------           -------------------------------
James J. Alescio                                 John J. Daly
Senior Vice President, Chief Financial           Director
  Officer and Treasurer
(Principal Financial and Accounting Officer)

Date:      September 3, 1999                     Date:  September 3, 1999
     ----------------------------                     -----------------------



<PAGE>






/s/ LAUREN T. BARNETT                            /s/ LIONEL H. FALLOWS
------------------------------------------       -------------------------------
Lauren T. Barnett                                Lionel H. Fallows
Chairman of the Board                            Director

Date:      September 3, 1999                     Date:   September 3, 1999
     -----------------------------                    -----------------------


/s/ DANIEL J. GRECO                              /s/ WILLIAM L. PETROSINO
------------------------------------------       -------------------------------
Daniel J. Greco                                  William L. Petrosino
Director                                         Nominee

Date:      September 3, 1999                     Date:   September 3, 1999
     -----------------------------                    -----------------------


/s/ SEYMOUR HOLTZMAN                             /s/ RONALD S. TECLER
-------------------------------------------      -------------------------------
Seymour Holtzman                                 Ronald S. Tecler
Director                                         Director

Date:      September 3, 1999                     Date:   September 3, 1999
     -----------------------------                    -----------------------


/s/ MARVIN R. LEROY, JR.                         /s/ JOHN A. TESIERO, JR.
------------------------------------------       -------------------------------
Marvin R. LeRoy, Jr.                             John A. Tesiero, Jr.
Director                                         Director

Date:      September 3, 1999                     Date:   September 3, 1999
     -----------------------------                    -----------------------


/s/ ALLAN R. LYONS                               /s/ WILLIAM A. WILDE, JR.
------------------------------------------       -------------------------------
Allan R. Lyons                                   William A. Wilde, Jr.
Director                                         Director

Date:      September 3, 1999                     Date:   September 3, 1999
     -----------------------------                    -----------------------


                                                 /s/ CHARLES E. WRIGHT
------------------------------------------       -------------------------------
Charles S. Pedersen                              Charles E. Wright
Director                                         Director

Date:                                            Date:   September 3, 1999
     -----------------------------                    -----------------------




<PAGE>



     Pursuant to the  requirements  of the  Securities Act of 1933, the trustees
(or other  persons who  administer  the employee  benefit plan) have duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto  duly  authorized,  in the City of  Amsterdam,  State of New York,  on
September 3, 1999.


                                      MOHAWK COMMUNITY BANK 401(k)
                                       SAVINGS PLAN IN RSI RETIREMENT
                                       TRUST




                                       By:  /s/ JOHN M. LISICKI
                                            -----------------------------------
                                            JOHN M. LISICKI
                                            Member, Employee Benefits Committee






                                       By:  /s/ ROBERT KELLY
                                            -----------------------------------
                                            ROBERT KELLY
                                            Member, Employee Benefits Committee


<PAGE>





                                  EXHIBIT INDEX





Exhibit
Number                                       Document
--------------------------------------------------------------------------------


  5                              Opinion of Silver, Freedman & Taff, L.L.P.

23.1                             Consent of KPMG LLP
[{"type": "S-8", "sequence": "1", "description": "MOHAWK COMMUNITY 401(K) PLAN", "secsgml_size_bytes": 24879}]
{"company-data": {"conformed-name": "AMBANC HOLDING CO INC", "cik": "0001000301", "assigned-sic": "6035", "irs-number": "141783770", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86515", "film-number": "99706137"}, "business-address": {"street1": "11 DIVISION ST", "city": "AMSTERDAM", "state": "NY", "zip": "12010", "phone": "5188427200"}, "mail-address": {"street1": "PO BOX 669", "city": "AMSTERDAM", "state": "NY", "zip": "12010"}}
As filed with the Securities and Exchange Commission on September 3, 1999
                                                Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            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)

                              MOHAWK COMMUNITY BANK
                   401(k) SAVINGS PLAN IN RSI RETIREMENT TRUST
                            (Full title of the plan)

                            James S. Fleischer, P.C.
                           James M. Larkins, III, Esq.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                            1100 New York Ave., N.W.
                             Washington, D.C. 20005
                     (Name and address of agent for service)
                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
============================================================================================================

                                                        Proposed            Proposed
                                                        maximum             maximum
Title of securities                Amount to be       offering price        aggregate          Amount of
 to be registered                   registered          per share         offering price    registration fee
------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value      150,000 shares      $16.03125(1)       $2,404,688(1)           $669(1)

Interests in Plan                     N/A(2)              N/A                 N/A                  N/A
============================================================================================================
(1)      Estimated in  accordance  with Rule 457(h),  calculated on the basis of
         $16.03125  per share,  which was the average of the high and low prices
         of Ambanc  Holding Co.,  Inc.'s common stock on the Nasdaq Stock Market
         on August 31, 1999.
(2)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended,  this  Registration  Statement also covers an indeterminate
         amount of  interests  to be offered or sold  pursuant  to the  employee
         benefit plan described  herein.  In accordance with Rule 457(h)(2),  no
         separate fee calculation is made for plan interests.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or  given to  participants  in the  Mohawk  Community  Bank  401(k)
Savings Plan in RSI Retirement Trust (the "Plan") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange  Commission (the "Commission")  under
the Securities Act of 1933, as amended (the "Securities Act").

     Such  document(s) are not being filed with the  Commission,  but constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

     The following documents  previously or concurrently filed by Ambanc Holding
Co.,  Inc.  (the  "Company")  with the  Commission  are hereby  incorporated  by
reference  in this  Registration  Statement  and the  prospectus  to which  this
Registration Statement relates (the "Prospectus"):

         1.       The Annual  Report on Form 10-K of the  Company for the fiscal
                  year ended December 31, 1998 (File No. 0-27036) filed pursuant
                  to Rule  13a-1 of the  Securities  Exchange  Act of  1934,  as
                  amended (the "Exchange Act").

         2.       All other  reports  filed by the  Company  pursuant to Section
                  13(a) or 15(d) of the Exchange Act since the end of the period
                  covered by the Annual Report referred to above.

         3.       The description of the Company's common stock contained in the
                  Company's  Registration  Statement  on Form 8-A filed with the
                  Commission on October 20, 1995,  and any amendments or reports
                  filed for the purpose of updating the description.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections  13(a),  13(c),  14 or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this Registration  Statement and the Prospectus and to be a part hereof and
thereof from the date of the filing of these documents.  Any statement contained
in the documents  incorporated,  or deemed to be  incorporated,  by reference in
this Registration  Statement or in the Prospectus shall be deemed to be modified
or superseded for purposes of this Registration  Statement and the Prospectus to
the  extent  that a  statement  contained  herein  or  therein  or in any  other
subsequently  filed document which also is, or is deemed to be,  incorporated by
reference  herein or therein  modifies or supersedes  such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or  superseded,  to  constitute a part of this  Registration  Statement  and the
Prospectus.

     All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements  appearing  in  the  documents  incorporated  herein  or  therein  by
reference.

Item 4.   Description of Securities.

     Not Applicable.

                                      II-1
Item 5.   Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.   Indemnification of Directors and Officers.

     Article ELEVENTH of the Company's Certificate of Incorporation provides for
indemnification  of directors and officers of the Registrant against any and all
liabilities,  judgments,  fines and reasonable settlements,  costs, expenses and
attorneys'  fees  incurred in any actual,  threatened  or potential  proceeding,
except to the extent that such  indemnification  is limited by Delaware  law and
such law cannot be varied by contract or bylaw.  Article  ELEVENTH also provides
for the authority to purchase insurance with respect thereto.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes a  corporation's  board of directors to grant indemnity under certain
circumstances  to directors and  officers,  when made, or threatened to be made,
parties to certain  proceedings  by reason of such status with the  corporation,
against  judgments,  fines,  amounts paid in settlement and expenses,  including
attorneys'  fees.  Such  indemnification  is  limited  to  expenses,   including
attorneys'  fees,  where  the  proceeding  is  one  by or in  the  right  of the
corporation. The corporation, under certain circumstances, is also authorized to
indemnify  directors and officers of other  corporations  or enterprises who are
serving as such at the request of the  corporation,  when such persons are made,
or  threatened  to be made,  parties  to certain  proceedings  by reason of such
status, against judgments, fines, settlements and expenses, including attorneys'
fees.  Indemnification  is  permitted  where such  person (i) was acting in good
faith,  (ii) was  acting  in a manner  he  reasonably  believed  to be in or not
opposed  to the  best  interests  of the  corporation  or other  corporation  or
enterprise, as appropriate,  (iii) with respect to a criminal proceeding, had no
reasonable cause to believe his conduct was unlawful,  and (iv) was not adjudged
to be liable to the  corporation  (unless  the court  where the  proceeding  was
brought  determines  that such  person  is fairly  and  reasonably  entitled  to
indemnity).

     Unless  ordered by a court,  indemnification  may be made only  following a
determination that such  indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by a majority  vote of the  corporation's  directors who are not at the
time  parties to such  proceeding,  even  though  less than a quorum;  (ii) by a
committee of the board of directors  designated  by a majority of the  directors
referred to in item (i),  even though less than a quorum;  (iii) by  independent
legal counsel in a written opinion; or (iv) by the stockholders.

     Section 145 also permits  expenses  incurred by  directors  and officers in
defending a  proceeding  to be paid by the  corporation  in advance of the final
disposition  of such  proceeding  upon  the  receipt  of an  undertaking  by the
director or officer to repay such amounts if it is ultimately determined that he
is not entitled to be indemnified by the corporation against such expenses.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

                                      II-2
Item 8.   Exhibits.
Reference
                                                                               to Prior
                                                                              Filing or
Regulation                                                                     Exhibit
    S-K                                                                         Number
  Exhibit                                                                      Attached
  Number         Description of Exhibits                                        Herto
----------- ---------------------------------------------------------         ---------
4.1         Certificate of Incorporation of Ambanc Holding Co., Inc.               *

 4.2         Bylaws of Ambanc Holding Co., Inc.                                     *

 4.3         Form of Certificate of Common Stock of Ambanc Holding Co., Inc.        *

 5           Opinion of Silver, Freedman & Taff, L.L.P.                             5

23.1         Consent of KPMG LLP                                                   23.1

23.2         Consent of Silver, Freedman & Taff, L.L.P.                          Contained
                                                                                in Exhibit 5

24           Power of Attorney                                                   Contained
                                                                                on signature
                                                                                    page

------------------
* Filed as exhibits to the Registrant's Registration Statement on Form S-1 (File
No.  33-96654)  filed with the  Commission  on September 7, 1995 pursuant to the
Securities  Act of 1933.  All of such  previously  filed  documents  are  hereby
incorporated by reference in accordance with Item 601 of Regulation S-K.
The Registrant  hereby  undertakes that it will submit or has submitted the
Plan and any amendment  thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under  Section 401 of the Internal  Revenue Code of 1986, as
amended.

                                      II-3
Item 9.   Undertakings.

     (a) The undersigned Registrant hereby undertakes:

                           (1) To file,  during  any  period in which  offers or
                  sales are  being  made,  a  post-effective  amendment  to this
                  registration statement:

                                   (i)    To include any  prospectus required by
                                          section 10(a)(3) of the Securities Act
                                          of 1933;

                                   (ii)   To  reflect  in   the  prospectus  any
                                          facts  or  events  arising  after  the
                                          effective  date  of  the  registration
                                          statement   (or   the    most   recent
                                          post-effective    amendment   thereof)
                                          which,    individually   or   in   the
                                          aggregate,  represent  a   fundamental
                                          change  in  the  information set forth
                                          in the registration statement;

                                   (iii)  To  include any  material  information
                                          with    respect   to   the   plan   of
                                          distribution not previously  disclosed
                                          in  the registration  statement or any
                                          material  change to  such  information
                                          in the registration statement;

                  provided,  however,  that clauses (i) and (ii) do not apply if
                  the  information  required to be included in a  post-effective
                  amendment by those  clauses is  contained in periodic  reports
                  filed  with  or  furnished  to  the  Securities  and  Exchange
                  Commission by the Registrant pursuant to Section 13 or Section
                  15(d) of the  Exchange  Act of 1934 that are  incorporated  by
                  reference in the registration statement.

                           (2)  That,  for  the  purpose  of   determining   any
                  liability   under  the  Securities  Act  of  1933,  each  such
                  post-effective   amendment   shall  be  deemed  to  be  a  new
                  registration  statement  relating  to the  securities  offered
                  therein,  and the  offering  of such  securities  at that time
                  shall be deemed to be the initial bona fide offering thereof.

                           (3)  To  remove  from  registration  by  means  of  a
                  post-effective   amendment   any  of  the   securities   being
                  registered  which  remain  unsold  at the  termination  of the
                  offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                      II-4
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-5
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for filing on Form S-8 and the  Registrant  has duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized  in  the City  of Amsterdam,  State of New York, on September 3,
1999.

                                          AMBANC HOLDING CO., INC.

                                          By: /s/ JOHN M. LISICKI
                                              -------------------------------
                                              John M. Lisicki, President and
                                               Chief Executive Officer
                                              (Duly Authorized Representative)

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

     We, the  undersigned,  hereby appoint John M. Lisicki and James J. Alescio,
our true and lawful attorneys and agents,  to do any and all things in our names
in the capacities  indicated below which they may deem necessary or advisable to
enable the Registrant to comply with the Securities Act of 1933, as amended, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,  in connection with the Registration  Statement on Form S-8 relating
to the offering of the Registrant's common stock,  including  specifically,  but
not  limited  to,  power  and  authority  to  sign  for us in our  names  in the
capacities  indicated  below  in  this  Registration  Statement,   any  and  all
amendments (including post-effective amendments) thereto; and we hereby approve,
ratify and confirm all that John M. Lisicki and James J. Alescio shall  lawfully
do or cause to be done by virtue thereof.

/s/ JOHN M. LISICKI
--------------------------------------           -------------------------------
john M. Lisicki                                  James J. Bettini, Sr.
President, Chief Executive Officer and           Director
  Director
(Principal Executive Officer)

Date:      September 3, 1999                     Date:
       -------------------------                      -----------------------

/s/ JAMES J. ALESCIO                             /s/ JOHN J. DALY
--------------------------------------           -------------------------------
James J. Alescio                                 John J. Daly
Senior Vice President, Chief Financial           Director
  Officer and Treasurer
(Principal Financial and Accounting Officer)

Date:      September 3, 1999                     Date:  September 3, 1999
     ----------------------------                     -----------------------
/s/ LAUREN T. BARNETT                            /s/ LIONEL H. FALLOWS
------------------------------------------       -------------------------------
Lauren T. Barnett                                Lionel H. Fallows
Chairman of the Board                            Director

Date:      September 3, 1999                     Date:   September 3, 1999
     -----------------------------                    -----------------------

/s/ DANIEL J. GRECO                              /s/ WILLIAM L. PETROSINO
------------------------------------------       -------------------------------
Daniel J. Greco                                  William L. Petrosino
Director                                         Nominee

Date:      September 3, 1999                     Date:   September 3, 1999
     -----------------------------                    -----------------------

/s/ SEYMOUR HOLTZMAN                             /s/ RONALD S. TECLER
-------------------------------------------      -------------------------------
Seymour Holtzman                                 Ronald S. Tecler
Director                                         Director

Date:      September 3, 1999                     Date:   September 3, 1999
     -----------------------------                    -----------------------

/s/ MARVIN R. LEROY, JR.                         /s/ JOHN A. TESIERO, JR.
------------------------------------------       -------------------------------
Marvin R. LeRoy, Jr.                             John A. Tesiero, Jr.
Director                                         Director

Date:      September 3, 1999                     Date:   September 3, 1999
     -----------------------------                    -----------------------

/s/ ALLAN R. LYONS                               /s/ WILLIAM A. WILDE, JR.
------------------------------------------       -------------------------------
Allan R. Lyons                                   William A. Wilde, Jr.
Director                                         Director

Date:      September 3, 1999                     Date:   September 3, 1999
     -----------------------------                    -----------------------

                                                 /s/ CHARLES E. WRIGHT
------------------------------------------       -------------------------------
Charles S. Pedersen                              Charles E. Wright
Director                                         Director

Date:                                            Date:   September 3, 1999
     -----------------------------                    -----------------------
Pursuant to the  requirements  of the  Securities Act of 1933, the trustees
(or other  persons who  administer  the employee  benefit plan) have duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto  duly  authorized,  in the City of  Amsterdam,  State of New York,  on
September 3, 1999.

                                      MOHAWK COMMUNITY BANK 401(k)
                                       SAVINGS PLAN IN RSI RETIREMENT
                                       TRUST

                                       By:  /s/ JOHN M. LISICKI
                                            -----------------------------------
                                            JOHN M. LISICKI
                                            Member, Employee Benefits Committee

                                       By:  /s/ ROBERT KELLY
                                            -----------------------------------
                                            ROBERT KELLY
                                            Member, Employee Benefits Committee
EXHIBIT INDEX

Exhibit
Number                                       Document
--------------------------------------------------------------------------------

  5                              Opinion of Silver, Freedman & Taff, L.L.P.

23.1                             Consent of KPMG LLP