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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549




                                    FORM 8-K


                                 Current Report
                       Pursuant to Section 13 or 15 (d) of
                       the Securities Exchange Act of 1934



        Date of Report (Date of earliest event reported): January 27, 2006


                               AMBASE CORPORATION
             (Exact name of registrant as specified in its charter)



              Delaware                  1-07265                95-2962743
    (State or other jurisdiction  (Commission File Number)  (I.R.S. Employer
          of incorporation)                                Identification No.)



                        100 PUTNAM GREEN, GREENWICH, CT 06830-6027
              (Address of principal executive offices, including zip code)


                                 (203) 532-2000
              (Registrant's telephone number, including area code)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     [ ] Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     [ ] Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     [ ]  Pre-commencement  communication  s pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     [ ]  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c)).













     Item 5.02  DEPARTURE  OF  DIRECTORS  OR  PRINCIPAL  OFFICERS;  ELECTION  OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

     On January 27, 2006,  AmBase  Corporation  (the  "Company")  announced  the
appointment  of Mr.  Philip M.  Halpern  to the  Company's  Board of  Directors,
effective as of January 26, 2006.  Mr. Halpern was also appointed as a member of
the Company's Accounting and Audit Committee and the Personnel Committee.

     As the  Managing  Partner  at the law firm of  Collier,  Halpern,  Newberg,
Nolletti and Bock,  LLP, Mr.  Halpern has been involved in a number of important
legal  actions  involving  the  Company  from 1996 to 2003.  Such legal  actions
included  the  Company's  defense  in the  action  Marshall  Manley  vs.  AmBase
Corporation and prosecution on behalf of the Company in its actions against City
Investing Company  Liquidating Trust for the N.V.  Withholding  Obligation Issue
and related claims. In addition,  Mr. Halpern has been involved in the Company's
arbitration  proceeding against Zurich SF Holdings,  LLC, as well as other legal
proceedings  for the  Company in the  United  States  District  Court and Second
Circuit Court of Appeals.

     Mr. Halpern's legal expertise and extensive background and knowledge of the
Company make him a valuable addition to the Company's Board of Directors.

Signatures

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

     AmBase Corporation



By:  /s/ John P. Ferrara            
     -------------------------------
     Vice President and Chief Financial Officer and Controller
     (Principal Financial and Accounting Officer)

Dated:  January 27, 2006