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 26, 2009


                               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 26, 2009,  AmBase  Corporation  (the  "Company")  announced  the
appointment  of Mr.  Jerry Y.  Carnegie  to the  Company's  Board of  Directors,
effective as of January 23, 2009. Mr. Carnegie was also appointed as a member of
the Company's Accounting and Audit Committee and the Personnel Committee.

     As a Fellow of Society of Actuaries and a Certified Financial Planner,  Mr.
Carnegie has a diverse  background with strong financial skills.  Mr. Carnegie's
expertise and experience 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 26, 2009