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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
AMBASE CORPORATION
______________________________________________________________________
(Name of Issuer)
COMMON STOCK
______________________________________________________________________
(Title of Class of Securities)
023164106
_________________________________________________________
(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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13G
CUSIP No. 023164106
__________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KALB, VOORHIS & CO.
______________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
______________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
______________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF
SHARES NOT APPLICABLE
BENEFICIALLY
OWNED BY ______________________________________________
EACH 6 SHARED VOTING POWER
REPORTING
PERSON NOT APPLICABLE
WITH ______________________________________________
7 SOLE DISPOSITIVE POWER
NOT APPLICABLE
______________________________________________
8 SHARED DISPOSITIVE POWER
NOT APPLICABLE
______________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NOT APPLICABLE
______________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* / /
______________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
NOT APPLICABLE
______________________________________________________________________
12 TYPE OF REPORTING PERSON*
BD
______________________________________________________________________
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ITEM 1.
(a) Name of Issuer: AMBASE CORPORATION
(b) Address of Issuer's Principal Executive Offices:
GREENWICH OFFICE PARK - BUILDING 2
GREENWICH, CONNECTICUT 06831
ITEM 2.
(a) Name of Person Filing: KALB, VOORHIS & CO.
(b) Address of Principal Business Office or, if none, Residence:
27 WILLIAM STREET
NEW YORK, NEW YORK 10005
(c) Citizenship: UNITED STATES
(d) Title of Class of Securities:
COMMON STOCK
(e) CUSIP Number: 023164106
ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-
2(b), check whether the person filing is a:
(a) /X/ Broker or Dealer registered under Section 15 of the Act
(b) / / Bank as defined in section 3(a)(6) of the Act
(c) / / Insurance company as defined in section 3(a)(19) of the Act
(d) / / Investment Company registered under section 8 of the
Investment Company Act
(e) / / Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Sec.240.13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with Sec.240.13d-
1(b)(ii)(G)(Note: See Item 7)
(h) / / Group, in accordance with Sec.240.13d-1(b)(1)(ii)(H)
ITEM 4. Ownership
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month described
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in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the
following information as of that date and identify those shares which there
is a right to acquire.
(a) Amount Beneficially Owned: NOT APPLICABLE
(b) Percent of Class: NOT APPLICABLE
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote: NOT APPLICABLE
(ii) shared power to vote or to direct the
vote: NOT APPLICABLE
(iii) sole power to dispose or to direct the
disposition of: NOT APPLICABLE
(iv) shared power to dispose or to direct the
disposition of: NOT APPLICABLE
ITEM 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following /X/.
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.
NOT APPLICABLE
ITEM 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
NOT APPLICABLE
ITEM 8. Identification and Classification of Members of the Group
NOT APPLICABLE
ITEM 9. Notice of Dissolution of Group
NOT APPLICABLE
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ITEM 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have
the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
February 12, 1996
___________________________
Date
/s/ Robert G. Gutenstein
___________________________
Signature
Robert G. Gutenstein
President of RGG, Inc.
a General Partner of
Kalb, Voorhis & Co.
__________________________
Name/Title
