As filed with the Securities and Exchange Commission on February 28, 1997
                                             Registration Statement No. 33-___

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC 20549-1004

                                   Form S-8
                            REGISTRATION STATEMENT
                                     under
                          THE SECURITIES ACT OF 1933

                              AMBASE CORPORATION
            (Exact Name of Registrant as Specified in Its Charter)

                                  Delaware
        (State or Other Jurisdiction of Incorporation or Organization)

                                 95-2962743
                     (IRS Employee Identification No.)

 Greenwich Office Park, Building 2, 51 Weaver Street, Greenwich, CT 06831-5155
         (Address of Principal Executive Offices, Including Zip Code)

                  1993 STOCK INCENTIVE PLAN FOR OFFICERS AND
                        EMPLOYEES OF AMBASE CORPORATION

                                      and

                   1985 STOCK OPTION PLAN FOR KEY EMPLOYEES
                  OF AMBASE CORPORATION AND ITS SUBSIDIARIES
                           (Full Title of the Plans)

                               Agent for Service
                      Michael T. Carenzo, Esq., Secretary
                              AmBase Corporation
 Greenwich Office Park, Building 2, 51 Weaver Street, Greenwich, CT 06831-5155
                                (203) 532-2000
(Name, Address and Telephone Number, Including Area Code, for Agent For Service)


                        CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------
                                 Proposed         Proposed
Title of                         Maximum          Maximum 
Securities        Amount         Offering         Aggregate       Amount of
to be             to be          Price            Offering        Registration
Registered        Registered     Per Share 1      Price 1,2       Fee 1,2
------------------------------------------------------------------------------
Common Stock,
par value of $0.01
per share,
of AmBase         6,987,500        $2.74       $13,922,942.50      $4,219.07
Corporation
------------------------------------------------------------------------------


1  Estimated  solely for the purpose of calculating  the  registration  fee with
   respect  to  4,895,000  shares of  Common  Stock,  par value of $0.01,  to be
   registered in accordance with Rule 457(c) and (h) under the Securities Act of
   1933,  as amended (the  "Securities  Act").  The price per share is estimated
   based on the  average  of the bid and asked  price for  AmBase  Corporation's
   Common  Stock on  February  26, 1997 and  accordingly  the  Proposed  Maximum
   Aggregate  Offering Price and Registration Fee for such shares is $13,412,300
   and $4,064.33, respectively.

2  With respect to 2,092,500 of the shares of Common Stock,  par value of $0.01,
   to be registered,  the price at which the particular options may be exercised
   is known and, accordingly, pursuant to Rule 457(h) of the Securities Act, the
   Proposed  Maximum  Aggregate  Offering  Price and  Registration  Fee for such
   shares,  $510,642.50 and $154.74,  respectively,  have been computed upon the
   basis of such exercise prices.



                                    - 1 -

<PAGE>




                                   PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents  have been filed by AmBase  Corporation  with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act") and are  incorporated
herein by reference:

(a)  AmBase  Corporation's  Annual Report on Form 10-K filed pursuant to Section
     13 or 15(d) of the Exchange Act for the year ended December 31, 1996.

(b)  The description of AmBase  Corporation's common stock, $0.01 par value (the
     "Common Stock")  contained in the Registration  Statement on Form 8-A (File
     No.  1-7265) filed with the  Commission on August 21, 1985 under Section 12
     of the  Exchange  Act,  including  any  amendment  or report  filed for the
     purpose of updating such description.

     All documents subsequently filed by AmBase Corporation pursuant to Sections
13(a),  13(c),  14 or 15(d)  of the  Exchange  Act,  prior  to the  filing  of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered have been sold or which deregisters all such securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in such
Registration  Statement  and to be a part hereof from the date of filing of such
documents (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents");  provided, however, that the documents
enumerated  above  or  subsequently  filed by  AmBase  Corporation  pursuant  to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act in each year during which
the  offering  made by this  Registration  Statement  is in effect  prior to the
filing with the  Commission of AmBase  Corporation's  Annual Report on Form 10-K
covering such year shall not be  Incorporated  Documents or be  incorporated  by
reference in this Registration  Statement or be a part hereof from and after the
filing of such Annual Report on Form 10-K.

     Any statement  contained in an Incorporated  Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement   contained  herein  or  in  any  other   subsequently  filed
Incorporated Document 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.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.




                                    - 2 -

<PAGE>



ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  145  of the  Delaware  General  Corporation  Law  provides  that a
corporation may indemnify  directors and officers as well as other employees and
individuals against expenses (including attorneys' fees),  judgments,  fines and
amounts paid in  settlement  in  connection  with  specified  actions,  suits or
proceedings,  whether civil,  criminal,  administrative or investigative  (other
than an action by or in the right of the corporation--a "derivative action"), if
they acted in good faith and in a manner  they  reasonably  believed to be in or
not opposed to the best interests of the  corporation,  and, with respect to any
criminal action or proceeding,  had no reasonable cause to believe their conduct
was  unlawful.  A  similar  standard  is  applicable  in the case of  derivative
actions,  except  that  indemnification  only  extends  to  expenses  (including
attorneys'  fees) incurred in connection  with the defense or settlement of such
action,  and  the  statute  requires  court  approval  before  there  can be any
indemnification  where the person seeking  indemnification has been found liable
to the  corporation.  The statute  provides  that it is not  exclusive  of other
indemnification  that  may  be  granted  by a  corporation's  charter,  by-laws,
disinterested director vote, stockholder vote, agreement or otherwise.

     Article V of AmBase Corporation's  By-laws provides that AmBase Corporation
shall to the  fullest  extent  permitted  by  applicable  law as then in  effect
indemnify any director,  advisory director or officer of AmBase  Corporation who
is or was involved in any manner (including, without limitation, as a party or a
witness) or is threatened to be made so involved in any  threatened,  pending or
completed  investigation,  claim,  action,  suit or  proceeding,  whether civil,
criminal,  administrative or investigative  (including without  limitation,  any
derivative action) (a "Proceeding")  against all expenses (including  attorneys'
fees),  judgment,  fines and amounts paid in settlement  actually and reasonably
incurred by such persons, provided, however, that unless a determination is made
otherwise   pursuant  to  the  procedures   set  forth  in  the  By-laws,   such
indemnification  shall not apply to such  persons  with  respect to a Proceeding
that was  commenced by such persons  prior to a change in control (as defined in
such  By-laws).  Expenses may be advanced by AmBase  Corporation  prior to final
disposition of a Proceeding  following  receipt of a statement  requesting  such
advance and, if required by law at the time of such advance,  accompanied  by an
undertaking to repay advanced  amounts if it is determined  thereafter that such
person was not entitled to be indemnified against such expense.

     Section  102(b)(7)  of the  Delaware  General  Corporation  Law  permits  a
corporation to provide in its  certificate of  incorporation  that a director of
the  corporation  shall  not be  personally  liable  to the  corporation  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability for (i) any breach of the director's duty of loyalty to the
corporation  or its  stockholders,  (ii) acts or omissions  not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
payment of unlawful  dividends or unlawful stock  purchases or  redemptions,  or
(iv) any  transaction  from  which the  director  derived an  improper  personal
benefit.

     Eleventh  Article of the Restated  Certificate of  Incorporation  of AmBase
Corporation provides that to the fullest extent that the General Corporation Law
of the State of Delaware as it now exists or as may hereafter be amended permits
the  limitation or  elimination  of the  liability of directors,  no director of
AmBase Corporation shall be liable to AmBase Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director.

     AmBase Corporation  maintains  directors' and officers'  insurance policies
which insures  directors and officers for certain  losses arising from claims by
reason of a wrongful act, as defined therein, under certain  circumstances.  The
premiums for such insurance are paid by AmBase Corporation.




                                    - 3 -

<PAGE>



ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.


Exhibit
Number                             Description

4.1    Restated  Certificate of Incorporation of AmBase Corporation  as  amended
       through February 12,  1991  (incorporated  by  reference  to  Exhibit  3A
       to AmBase Corporation's  Annual Report on  Form 10-K for the fiscal  year
       ended December 31, 1990)

4.4    By-laws  of  AmBase  Corporation (as  amended  through  March  15,  1996)
       (incorporated  by reference to Exhibit 3B to AmBase Corporation's  Annual
       Report on Form 10-K for the fiscal year ended December 31, 1995)

5      Opinion  of  Pepe  &  Hazard  LLP  as  to  legality  of  securities being
       registered

23.1   Consent of Price Waterhouse LLP

23.2   Consent of Pepe & Hazard LLP (included in its opinion filed as Exhibit 5)

99.1   1985 Stock Option Plan for Key Employees  of AmBase  Corporation  and its
       Subsidiaries

99.2  1993 Stock Incentive Plan for Officers and Employees of AmBase Corporation

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 this 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 this registration statement; and

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




                                    - 4 -

<PAGE>



           Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not
           apply if the information  required to be included in a post-effective
           amendment by those  paragraphs is contained in periodic reports filed
           with or  furnished  to the  Commission  defined in Section 3 above by
           AmBase  Corporation  pursuant  to section 13 or section  15(d) of the
           Exchange Act that are incorporated by reference in this  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  Exchange  Act (and,  where  applicable,  each filing of  an
       employee benefit  plan's annual report pursuant to section  15(d) of  the
       Exchange Act)  that  is incorporated  by  reference in this  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.

(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 Item 6 or otherwise, the registrant
       has  been   advised  that  in   the   opinion  of   the  Commission  such
       indemnification is against public policy  as  expressed in the Securities
       Act of 1933 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  Securities Act of 1933 and will be
       governed by the final adjudication of such issues.



                                    - 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 of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Greenwich,  County of Fairfield,  Connecticut on this
28th day of February, 1997.

                                AMBASE CORPORATION


                                      By  /s/ MICHAEL T. CARENZO
                                      ----------------------------
                                      Michael T. Carenzo
                                      Secretary

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following persons in the capacities  indicated,
this 28th day of February,  1997 in the Town of Greenwich,  County of Fairfield,
Connecticut.


SIGNATURE                   TITLE                            DATE

/s/ RICHARD A. BIANCO       Chairman of the Board,           February 28, 1997
------------------------    President and
Richard A. Bianco           Chief Executive Officer
                            (Principal Executive Officer)

/s/ JOHN P. FERRARA         Vice President,                  February 28, 1997
------------------------    Chief Financial Officer,
John P. Ferrara             Treasurer and Controller
                            (Principal Financial Officer,
                            Principal Accounting Officer)

/s/ JOHN B. COSTELLO        Director                         February 28, 1997
------------------------
John B. Costello

/s/ ROBERT E. LONG          Director                         February 28, 1997
------------------------
Robert E. Long







                                    - 6 -

<PAGE>



                                 EXHIBIT INDEX


EXHIBIT   DESCRIPTION                      SUBMISSION MEDIA
NUMBER

4.1       Restated Certificate of          Incorporated  by  reference  to
          Incorporation of AmBase          Exhibit 3A to AmBase Corporation's
          Corporation, as amended          Annual Report on Form 10-K for the
          through February 12, 1991        fiscal year ended December 31, 1990

4.4       By-laws of AmBase Corporation    Incorporated by reference to Exhibit
          (as amended through March 15,    3B to AmBase  Corporation's  Annual
          1996)                            Report on Form 10-K for the fiscal
                                           year ended December 31, 1995

5         Opinion of Pepe & Hazard LLP     Electronic
          as to legality of securities
          being registered

23.1      Consent of Price Waterhouse LLP  Electronic

23.2      Consent of Pepe & Hazard LLP     Included in Exhibit 5
          (included in its opinion filed
          as Exhibit 5)

99.1      1985 Stock Option Plan for Key   Incorporated by reference to Exhibit
          Employees of AmBase Corporation  10A to AmBase Corporation's Annual
          and Subsidiaries                 Report on Form 10-K for the fiscal
                                           year ended December 31, 1989.

99.2      1993 Stock Incentive Plan for    Electronic
          Officers and Employees of
          AmBase Corporation



                                    - 7 -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 1993/1985 OPTION PLANS", "secsgml_size_bytes": 19553}]
{"company-data": {"conformed-name": "AMBASE CORP", "cik": "0000020639", "assigned-sic": "6282", "irs-number": "952962743", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22553", "film-number": "97548041"}, "business-address": {"street1": "GREENWICH OFFICE PARK BLDG 2", "street2": "51 WEAVER STREET", "city": "GREENWICH", "state": "CT", "zip": "06831-5155", "phone": "2035322000"}, "mail-address": {"street1": "GREENWICH OFFICE PARK, BLDG 2", "street2": "51 WEAVER STREET", "city": "GREENWICH", "state": "CT", "zip": "06831-5155"}, "former-company": [{"former-conformed-name": "HOME GROUP INC", "date-changed": "19890608"}, {"former-conformed-name": "CITYHOME CORP", "date-changed": "19780917"}]}
As filed with the Securities and Exchange Commission on February 28, 1997
                                             Registration Statement No. 33-___

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC 20549-1004

                                   Form S-8
                            REGISTRATION STATEMENT
                                     under
                          THE SECURITIES ACT OF 1933

                              AMBASE CORPORATION
            (Exact Name of Registrant as Specified in Its Charter)

                                  Delaware
        (State or Other Jurisdiction of Incorporation or Organization)

                                 95-2962743
                     (IRS Employee Identification No.)

 Greenwich Office Park, Building 2, 51 Weaver Street, Greenwich, CT 06831-5155
         (Address of Principal Executive Offices, Including Zip Code)

                  1993 STOCK INCENTIVE PLAN FOR OFFICERS AND
                        EMPLOYEES OF AMBASE CORPORATION

                                      and

                   1985 STOCK OPTION PLAN FOR KEY EMPLOYEES
                  OF AMBASE CORPORATION AND ITS SUBSIDIARIES
                           (Full Title of the Plans)

                               Agent for Service
                      Michael T. Carenzo, Esq., Secretary
                              AmBase Corporation
 Greenwich Office Park, Building 2, 51 Weaver Street, Greenwich, CT 06831-5155
                                (203) 532-2000
(Name, Address and Telephone Number, Including Area Code, for Agent For Service)

                        CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------
                                 Proposed         Proposed
Title of                         Maximum          Maximum 
Securities        Amount         Offering         Aggregate       Amount of
to be             to be          Price            Offering        Registration
Registered        Registered     Per Share 1      Price 1,2       Fee 1,2
------------------------------------------------------------------------------
Common Stock,
par value of $0.01
per share,
of AmBase         6,987,500        $2.74       $13,922,942.50      $4,219.07
Corporation
------------------------------------------------------------------------------

1  Estimated  solely for the purpose of calculating  the  registration  fee with
   respect  to  4,895,000  shares of  Common  Stock,  par value of $0.01,  to be
   registered in accordance with Rule 457(c) and (h) under the Securities Act of
   1933,  as amended (the  "Securities  Act").  The price per share is estimated
   based on the  average  of the bid and asked  price for  AmBase  Corporation's
   Common  Stock on  February  26, 1997 and  accordingly  the  Proposed  Maximum
   Aggregate  Offering Price and Registration Fee for such shares is $13,412,300
   and $4,064.33, respectively.

2  With respect to 2,092,500 of the shares of Common Stock,  par value of $0.01,
   to be registered,  the price at which the particular options may be exercised
   is known and, accordingly, pursuant to Rule 457(h) of the Securities Act, the
   Proposed  Maximum  Aggregate  Offering  Price and  Registration  Fee for such
   shares,  $510,642.50 and $154.74,  respectively,  have been computed upon the
   basis of such exercise prices.

                                    - 1 -
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents  have been filed by AmBase  Corporation  with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act") and are  incorporated
herein by reference:

(a)  AmBase  Corporation's  Annual Report on Form 10-K filed pursuant to Section
     13 or 15(d) of the Exchange Act for the year ended December 31, 1996.

(b)  The description of AmBase  Corporation's common stock, $0.01 par value (the
     "Common Stock")  contained in the Registration  Statement on Form 8-A (File
     No.  1-7265) filed with the  Commission on August 21, 1985 under Section 12
     of the  Exchange  Act,  including  any  amendment  or report  filed for the
     purpose of updating such description.

     All documents subsequently filed by AmBase Corporation pursuant to Sections
13(a),  13(c),  14 or 15(d)  of the  Exchange  Act,  prior  to the  filing  of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered have been sold or which deregisters all such securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in such
Registration  Statement  and to be a part hereof from the date of filing of such
documents (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents");  provided, however, that the documents
enumerated  above  or  subsequently  filed by  AmBase  Corporation  pursuant  to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act in each year during which
the  offering  made by this  Registration  Statement  is in effect  prior to the
filing with the  Commission of AmBase  Corporation's  Annual Report on Form 10-K
covering such year shall not be  Incorporated  Documents or be  incorporated  by
reference in this Registration  Statement or be a part hereof from and after the
filing of such Annual Report on Form 10-K.

     Any statement  contained in an Incorporated  Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement   contained  herein  or  in  any  other   subsequently  filed
Incorporated Document 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.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

                                    - 2 -
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  145  of the  Delaware  General  Corporation  Law  provides  that a
corporation may indemnify  directors and officers as well as other employees and
individuals against expenses (including attorneys' fees),  judgments,  fines and
amounts paid in  settlement  in  connection  with  specified  actions,  suits or
proceedings,  whether civil,  criminal,  administrative or investigative  (other
than an action by or in the right of the corporation--a "derivative action"), if
they acted in good faith and in a manner  they  reasonably  believed to be in or
not opposed to the best interests of the  corporation,  and, with respect to any
criminal action or proceeding,  had no reasonable cause to believe their conduct
was  unlawful.  A  similar  standard  is  applicable  in the case of  derivative
actions,  except  that  indemnification  only  extends  to  expenses  (including
attorneys'  fees) incurred in connection  with the defense or settlement of such
action,  and  the  statute  requires  court  approval  before  there  can be any
indemnification  where the person seeking  indemnification has been found liable
to the  corporation.  The statute  provides  that it is not  exclusive  of other
indemnification  that  may  be  granted  by a  corporation's  charter,  by-laws,
disinterested director vote, stockholder vote, agreement or otherwise.

     Article V of AmBase Corporation's  By-laws provides that AmBase Corporation
shall to the  fullest  extent  permitted  by  applicable  law as then in  effect
indemnify any director,  advisory director or officer of AmBase  Corporation who
is or was involved in any manner (including, without limitation, as a party or a
witness) or is threatened to be made so involved in any  threatened,  pending or
completed  investigation,  claim,  action,  suit or  proceeding,  whether civil,
criminal,  administrative or investigative  (including without  limitation,  any
derivative action) (a "Proceeding")  against all expenses (including  attorneys'
fees),  judgment,  fines and amounts paid in settlement  actually and reasonably
incurred by such persons, provided, however, that unless a determination is made
otherwise   pursuant  to  the  procedures   set  forth  in  the  By-laws,   such
indemnification  shall not apply to such  persons  with  respect to a Proceeding
that was  commenced by such persons  prior to a change in control (as defined in
such  By-laws).  Expenses may be advanced by AmBase  Corporation  prior to final
disposition of a Proceeding  following  receipt of a statement  requesting  such
advance and, if required by law at the time of such advance,  accompanied  by an
undertaking to repay advanced  amounts if it is determined  thereafter that such
person was not entitled to be indemnified against such expense.

     Section  102(b)(7)  of the  Delaware  General  Corporation  Law  permits  a
corporation to provide in its  certificate of  incorporation  that a director of
the  corporation  shall  not be  personally  liable  to the  corporation  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability for (i) any breach of the director's duty of loyalty to the
corporation  or its  stockholders,  (ii) acts or omissions  not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
payment of unlawful  dividends or unlawful stock  purchases or  redemptions,  or
(iv) any  transaction  from  which the  director  derived an  improper  personal
benefit.

     Eleventh  Article of the Restated  Certificate of  Incorporation  of AmBase
Corporation provides that to the fullest extent that the General Corporation Law
of the State of Delaware as it now exists or as may hereafter be amended permits
the  limitation or  elimination  of the  liability of directors,  no director of
AmBase Corporation shall be liable to AmBase Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director.

     AmBase Corporation  maintains  directors' and officers'  insurance policies
which insures  directors and officers for certain  losses arising from claims by
reason of a wrongful act, as defined therein, under certain  circumstances.  The
premiums for such insurance are paid by AmBase Corporation.

                                    - 3 -
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

Exhibit
Number                             Description

4.1    Restated  Certificate of Incorporation of AmBase Corporation  as  amended
       through February 12,  1991  (incorporated  by  reference  to  Exhibit  3A
       to AmBase Corporation's  Annual Report on  Form 10-K for the fiscal  year
       ended December 31, 1990)

4.4    By-laws  of  AmBase  Corporation (as  amended  through  March  15,  1996)
       (incorporated  by reference to Exhibit 3B to AmBase Corporation's  Annual
       Report on Form 10-K for the fiscal year ended December 31, 1995)

5      Opinion  of  Pepe  &  Hazard  LLP  as  to  legality  of  securities being
       registered

23.1   Consent of Price Waterhouse LLP

23.2   Consent of Pepe & Hazard LLP (included in its opinion filed as Exhibit 5)

99.1   1985 Stock Option Plan for Key Employees  of AmBase  Corporation  and its
       Subsidiaries

99.2  1993 Stock Incentive Plan for Officers and Employees of AmBase Corporation

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 this 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 this registration statement; and

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

                                    - 4 -
Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not
           apply if the information  required to be included in a post-effective
           amendment by those  paragraphs is contained in periodic reports filed
           with or  furnished  to the  Commission  defined in Section 3 above by
           AmBase  Corporation  pursuant  to section 13 or section  15(d) of the
           Exchange Act that are incorporated by reference in this  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  Exchange  Act (and,  where  applicable,  each filing of  an
       employee benefit  plan's annual report pursuant to section  15(d) of  the
       Exchange Act)  that  is incorporated  by  reference in this  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.

(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 Item 6 or otherwise, the registrant
       has  been   advised  that  in   the   opinion  of   the  Commission  such
       indemnification is against public policy  as  expressed in the Securities
       Act of 1933 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  Securities Act of 1933 and will be
       governed by the final adjudication of such issues.

                                    - 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 of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Greenwich,  County of Fairfield,  Connecticut on this
28th day of February, 1997.

                                AMBASE CORPORATION

                                      By  /s/ MICHAEL T. CARENZO
                                      ----------------------------
                                      Michael T. Carenzo
                                      Secretary

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following persons in the capacities  indicated,
this 28th day of February,  1997 in the Town of Greenwich,  County of Fairfield,
Connecticut.

SIGNATURE                   TITLE                            DATE

/s/ RICHARD A. BIANCO       Chairman of the Board,           February 28, 1997
------------------------    President and
Richard A. Bianco           Chief Executive Officer
                            (Principal Executive Officer)

/s/ JOHN P. FERRARA         Vice President,                  February 28, 1997
------------------------    Chief Financial Officer,
John P. Ferrara             Treasurer and Controller
                            (Principal Financial Officer,
                            Principal Accounting Officer)

/s/ JOHN B. COSTELLO        Director                         February 28, 1997
------------------------
John B. Costello

/s/ ROBERT E. LONG          Director                         February 28, 1997
------------------------
Robert E. Long

                                    - 6 -
EXHIBIT INDEX

EXHIBIT   DESCRIPTION                      SUBMISSION MEDIA
NUMBER

4.1       Restated Certificate of          Incorporated  by  reference  to
          Incorporation of AmBase          Exhibit 3A to AmBase Corporation's
          Corporation, as amended          Annual Report on Form 10-K for the
          through February 12, 1991        fiscal year ended December 31, 1990

4.4       By-laws of AmBase Corporation    Incorporated by reference to Exhibit
          (as amended through March 15,    3B to AmBase  Corporation's  Annual
          1996)                            Report on Form 10-K for the fiscal
                                           year ended December 31, 1995

5         Opinion of Pepe & Hazard LLP     Electronic
          as to legality of securities
          being registered

23.1      Consent of Price Waterhouse LLP  Electronic

23.2      Consent of Pepe & Hazard LLP     Included in Exhibit 5
          (included in its opinion filed
          as Exhibit 5)

99.1      1985 Stock Option Plan for Key   Incorporated by reference to Exhibit
          Employees of AmBase Corporation  10A to AmBase Corporation's Annual
          and Subsidiaries                 Report on Form 10-K for the fiscal
                                           year ended December 31, 1989.

99.2      1993 Stock Incentive Plan for    Electronic
          Officers and Employees of
          AmBase Corporation

                                    - 7 -