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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 4, 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  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 3, 2006, AmBase Corporation (the "Company") received a letter of
resignation  dated  December 29,  2005,  from Mr. John B.  Costello,  officially
informing the Company of his  resignation  from the Company's Board of Directors
(the "Board").  Mr. Costello has served on the Company's Board since August 1993
and also served as the Chairman of the  Company's  Personnel  Committee and as a
member  of the  Company's  Accounting  and  Audit  Committee.

     Effective as of January 3, 2006, the Company  announced the approval of the
appointment of Mr.  Salvatore  Trani,  joining the Company's Board of Directors.
Mr. Trani was also  appointed as a member of the Company's  Accounting and Audit
Committee and the Personnel Committee.

     Mr.  Trani has over 40 years of  experience  on Wall  Street and  currently
serves  as an  Executive  Vice  President  at  BGC  Partners,  L.P.,  a  leading
inter-dealer  brokerage  firm which  provides  integrated  voice and  electronic
services to  wholesale  fixed  income,  interest  rate,  foreign  exchange,  and
derivatives markets worldwide.

     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 4, 2006