As filed with the Securities and Exchange Commission on April 27, 2001.

Registration No. 333-_____

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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AMBAC FINANCIAL GROUP, INC.
(Exact name of Registrant as specified in its charter)

DELAWARE 6351 13-362176
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)

----------
One State Street Plaza
New York, New York 10004
(212) 668-0340
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)

----------
Anne G. Gill, Esq.
First Vice President, Secretary and Assistant General Counsel
Ambac Financial Group, Inc.
One State Street Plaza
New York, New York 10004
(212) 208-3355

(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

Copy to:

Matthew J. Mallow, Esq. Edward F. Petrosky, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP Brown & Wood LLP
Four Times Square One World Trade Center
New York, New York 10036-6522 57th Floor
(212) 735-3000 New York, New York 10048
(212) 839-5300

---------------------
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement as
determined by the registrant
---------------------

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[_]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
prospectus included in this registration statement also relates to the debt
securities of the registrant previously registered under the Registration
Statement on Form S-3 (No. 333-43695) of the registrant. This registration
statement also constitutes post-effective amendment No. 1 to the Registration
Statement on Form S-3 (No. 333-43695). A filing fee of $14,750 was paid in
connection with $50,000,000 of securities that remain eligible to be sold under
the Registration Statement on Form S-3 (No. 333-43695) of the registrant as of
the date of the filing of this registration statement. If any such previously
registered securities are sold prior to the effective date of this registration
statement, they will not be included in the prospectus included in this
registration statement.

The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.

SUBJECT TO COMPLETION, DATED APRIL 27, 2001

Prospectus

$550,000,000

Ambac Financial Group, Inc.
Common Stock, Preferred Stock and Debt Securities

Ambac Financial Group, Inc. may sell from time to time

. common stock

. preferred stock

. debt securities

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus or the accompanying prospectus supplement is truthful or complete.
Any representation to the contrary is a criminal offense.

This prospectus may not be used to sell securities unless accompanied by a
prospectus supplement.

The date of this prospectus is , 2001.

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS...................................... 2

AMBAC FINANCIAL GROUP, INC. ............................... 2

SPECIAL NOTE REGARDING FORWARD - LOOKING STATEMENTS........ 3

USE OF PROCEEDS............................................ 3

RATIO OF EARNINGS TO FIXED CHARGES......................... 4

DESCRIPTION OF SECURITIES.................................. 5

DESCRIPTION OF CAPITAL STOCK............................... 5

DESCRIPTION OF DEBT SECURITIES............................. 8

WHERE YOU CAN FIND MORE INFORMATION........................ 14

PLAN OF DISTRIBUTION....................................... 15

LEGAL OPINIONS............................................. 16

EXPERTS.................................................... 16

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the
SEC using a "shelf" registration process. Under this shelf process, we may sell
any combination of the securities described in this prospectus in one or more
offerings up to an aggregate initial offering price of $550,000,000. This
prospectus provides you with a general description of the securities we may
offer. Each time we sell securities, we will provide a prospectus supplement
that will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described under the heading
"Where You Can Find More Information."

AMBAC FINANCIAL GROUP, INC.

Ambac, headquartered in New York City, is a holding company whose
subsidiaries provide financial guarantee products and other financial services
to clients in both the public and private sectors around the world. Ambac was
incorporated on April 29, 1991. Ambac provides financial guarantees through its
principal operating subsidiary, Ambac Assurance Corporation.

Generally, financial guarantee products written by Ambac Assurance in both
the primary and secondary markets guarantee payment when due of the principal of
and interest on the guaranteed obligation. In essence, Ambac steps in to make
payments if the party responsible for making payments fails to do so.

Ambac Assurance has earned triple-A ratings, the highest ratings available
from Moody's Investors Service, Inc. in 1987, Standard & Poor's Rating Services
in 1979, Fitch, Inc. in 1994 and Rating and Investment Information, Inc. in
1993. Ambac Assurance's ratings have been affirmed annually by each of the
rating agencies and have never been revised downward or put on review for a
possible downgrade. All of these rating were last reaffirmed in 2000. These
ratings are an essential part of Ambac Assurance's ability to provide credit
enhancement.

Ambac Assurance provides its financial guarantees for a variety of products,
including:

o municipal securities, which include bonds issued by state and local
municipalities such as cities, counties, towns and villages, as well as
water districts, sewer districts, higher educational institutions,
hospitals, transportation authorities, housing authorities and other
similar agencies;

o mortgage-backed securities, which are bonds and notes where investors
receive payments out of the interest and principal on the underlying
mortgages that back the securities; and

o asset-backed securities, which are bonds and notes where investors receive
payments out of cash flows from the underlying accounts receivable, loans,
corporate debt or sovereign debt that back the securities; and

o structured credit derivatives, which are privately negotiated contracts
that provide an investor with credit protection against the occurrence of
a specific event such as a payment default or bankruptcy relating to an
underlying obligation.

Ambac Assurance, which serves the global capital markets, is primarily
engaged in guaranteeing municipal securities, mortgage-backed securities and
asset-backed securities. Global capital markets include the U.S. financial
markets and international markets such as the United Kingdom, Japanese and
Australian financial markets. Ambac Assurance is the successor of the founding
financial guarantee insurance company, which wrote the first bond insurance
policy in 1971.

Ambac Assurance seeks to minimize the risk inherent in its financial
guarantee portfolio by maintaining a diverse portfolio which spreads its risk
across a number of criteria, including issue size, type of bond, geographic area
and obligor, which is the entity responsible for making payments. In the case of
default on a guaranteed obligation, payments under the financial guarantee
policy generally may not be accelerated by the policyholder without Ambac
Assurance's consent. As of December 31, 2000, Ambac Assurance's net financial
guarantee in force, after giving effect for reinsurance, was $418.4 billion.

Ambac Credit Products, LLC, a wholly owned subsidiary of Ambac Assurance,
provides credit protection in the global markets in the form of structured
credit derivatives. Structured credit derivatives are privately negotiated
contracts that require Ambac Credit to make payments upon the occurrence of
certain defined credit events relating to an underlying obligation; generally a
fixed income obligation. Structured credit derivatives issued by Ambac Credit
are guaranteed by Ambac Assurance. Ambac Credit generally enters into structured
credit derivative contracts in which its exposure is to highly rated risks.

Ambac provides financial services and investment products principally to its
financial guarantee clients which include municipalities and their authorities,
school districts, health care organizations and asset-backed issuers.

Through its financial services subsidiaries, Ambac provides financial and
investment products including:

o investment agreements, which are contracts between Ambac and a client that
provide for the guaranteed return of principal invested and for the
payment of interest at a guaranteed rate;

o interest rate swaps, which are transactions where one party, known as a
counterparty, is required to make periodic payments of a fixed amount,
calculated by applying a fixed rate to a constant dollar amount, and the
other party, also known as a counterparty, is required to make periodic
payments of amounts in the same currency, calculated by applying a
floating rate to a constant dollar amount;

o funding conduits, which are special purpose companies that help clients
raise funds by issuing notes for the purpose of acquiring financial assets
such as trade receivables from the client; and

o investment advisory and cash management services, which consist of
providing investment advice and money management services to school
districts, hospitals and health care organizations and municipalities.

We conduct our investment agreement business through our subsidiary, Ambac
Capital Funding, Inc. Ambac Capital provides investment agreements primarily to
municipalities and their authorities, mortgage-backed security issuers, asset-
backed security issuers and international issuers. The investment agreements
written by Ambac Capital are guaranteed by Ambac Assurance. Investment
agreements are primarily used by issuers to invest bond proceeds until the
proceeds can be used for their intended purpose.

Ambac provides interest rate swaps through its subsidiary, Ambac Financial
Services, L.P., primarily to states, municipalities and their authorities, and
other entities in connection with their financings. The interest rate swaps
provided by Ambac Financial Services are guaranteed by Ambac Assurance and
provide a financing alternative that is intended to reduce an issuer's overall
borrowing costs and/or help manage their interest rate risk.

Ambac provides investment advisory, cash management and fund administration
services through its subsidiary, Cadre Financial Services, Inc., and
broker/dealer services through its subsidiary, Cadre Securities, Inc., primarily
to school districts, hospitals and health care organizations, and
municipalities.

As a holding company, Ambac Financial Group, Inc. is largely dependent on
dividends from Ambac Assurance, its principal operating subsidiary, to pay
dividends on its capital stock, to pay principal of and interest on its
indebtedness, to pay its operating expenses, and to make capital investments in
its subsidiaries. Dividends from Ambac Assurance are subject to certain
insurance regulatory restrictions.

Our principal executive offices are located at One State Street Plaza, New
York, New York 10004 and our telephone number is (212) 668-0340.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and accompanying prospectus supplement may contain or
incorporate by reference information that includes or is based upon forward-
looking statements within the meaning of the Securities Litigation Reform Act of
1995. Forward-looking statements give Ambac's expectations or forecasts of
future events. You can identify these statements by the fact that they do not
relate strictly to historical or current facts and relate to future operating or
financial performance.

Any or all of our forward-looking statements here or in other publications
may turn out to be wrong and are based on current expectations and the current
economic environment. Ambac's actual results may vary materially, and there are
no guarantees about the performance of our securities. Among factors that could
cause actual results to differ materially are:

. changes in the economic, credit or interest rate environment in the
United States and abroad;

. the level of activity within the national and worldwide debt markets;

. competitive conditions and pricing levels;

. legislative and regulatory developments;

. changes in tax laws; and

. other risks and uncertainties that have not been identified at this
time.

Ambac is not obligated to publicly correct or update any forward-looking
statement if we later become aware that it is not likely to be achieved, except
as required by law. You are advised, however, to consult any further disclosures
we make on related subjects in our reports to the SEC.

USE OF PROCEEDS

We intend to use the proceeds of any securities sold for general corporate
purposes.
3

AMBAC FINANCIAL GROUP, INC.

RATIO OF EARNINGS TO FIXED CHARGES

The following table contains our ratio of earnings to fixed charges for each
of the periods indicated:

Years Ended December 31,
-------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----

Ratio of Earnings to
fixed charges 13.3x 11.56x 10.50x 13.41x 17.91x

- ----------------------
We computed the ratio of earnings to fixed charges by dividing earnings
before income taxes and extraordinary items plus fixed charges by the fixed
charges. For the purpose of this ratio, fixed charges consist of interest
expense incurred, capitalized interest, amortization of debt expense and one-
third of rental payments under operating leases, an amount deemed representative
of the appropriate interest factor. Since we did not have any preferred stock
outstanding during the periods indicated above, our ratio of earnings to
combined fixed charges and preference dividends for each relevant period will be
the same as our ratio of earnings to fixed charges.

DESCRIPTION OF SECURITIES

This prospectus contains a summary of the common stock, preferred stock and
debt securities that we may sell. These summaries are not meant to be a complete
description of each security. However, this prospectus and accompanying
prospectus supplement contain all the material terms of the securities being
offered.

DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 200,000,000 shares of common stock,
par value $0.01 per share, and 4,000,000 shares of preferred stock, par value
$0.01 per share. No shares of preferred stock were issued or outstanding as of
March 15, 2001.

Common stock

Voting rights. Each holder of common stock is entitled to one vote for each
share held on all matters to be voted upon by stockholders.

Dividends. The holders of common stock, after any preferences of holders of
any preferred stock, are entitled to receive dividends as determined by the
board of directors.

Liquidation and dissolution. If we liquidate or dissolve, the holders of the
common stock will be entitled to share in our assets available for distribution
to common stockholders in proportion to the amount of common stock they own. The
amount available for common stockholders is calculated after payment of
liabilities. Holders of any preferred stock will receive a preferential share of
our assets before the holders of the common stock receive any assets.

Other rights. Holders of the common stock have no right to

. convert or exchange the stock into any other security;

. have the stock redeemed; or

. purchase additional stock or to maintain their proportionate ownership
interest.

The common stock does not have cumulative voting rights. Holders of shares of
our common stock are not required to make additional capital contributions.

Our common stock is listed and traded on the New York Stock Exchange under
the symbol "ABK."

Directors' liability

Our amended and restated certificate of incorporation provides that, to the
fullest extent permitted under Delaware law, a member of the board of directors
will not be personally liable to us or our stockholders for monetary damages for
any breach of fiduciary duty as a director.

Our amended and restated certificate of incorporation allows us to indemnify
directors and officers. We also maintain a directors' and officers' liability
insurance policy.

Transfer agent and registrar

Citibank, N.A. is the transfer agent and registrar for the common stock.

Removal of directors by stockholders. Delaware law provides that members of a
board of directors may be removed, with or without cause, by a majority of the
outstanding shares entitled to vote on the election of the directors.

Stockholder nomination of directors. Our by-laws provide that a stockholder
must notify us in writing of any stockholder nomination of a director at least
sixty, but not more than ninety, days prior to the date of the meeting for the
election of directors. Except that if we give less than seventy days notice or
prior public disclosure of the date for the meeting, then notice by a
stockholder is timely if received by

us no later than the close of business on the tenth day on which such notice was
mailed or such public disclosure was made.

10% stockholder provision. Our subsidiary, Ambac Assurance, is a Wisconsin
corporation and subject to the insurance and regulatory laws of the State of
Wisconsin. Under Wisconsin insurance holding company laws, any acquisition of
control of Ambac requires the prior approval of the Office of the Commissioner
of Insurance of the State of Wisconsin. As a result, section 4.5 of our amended
and restated certificate of incorporation provides that no stockholder may cast
votes with respect to 10% or more of our voting stock, regardless of the actual
number of shares of voting stock beneficially held by the stockholder. In
addition, any voting stock held by a stockholder in excess of 10% will not count
in the calculation of or toward a quorum at any meeting of stockholders. These
voting restrictions will not apply to any stockholder whose acquisition or
ownership of 10% or more of our voting stock has been approved by the Wisconsin
Insurance Commissioner.

Delaware Business Combination Statute. Section 203 of the Delaware General
Corporation Law is applicable to us. Section 203 of the DGCL restricts some
types of transactions and business combinations between a corporation and a 15%
stockholder. A 15% stockholder is generally considered by Section 203 to be a
person owning 15% or more of the corporation's outstanding voting stock. Section
203 refers to a 15% stockholder as an "interested stockholder." Section 203
restricts these transactions for a period of three years from the date the
stockholder acquired 15% or more of our outstanding voting stock. With some
exceptions, unless the transaction is approved by the board of directors and the
holders of at least two-thirds of the outstanding voting stock of the
corporation, Section 203 prohibits significant business transactions such as:

. a merger with, disposition of significant assets to or receipt of
disproportionate financial benefits by the 15% stockholder, or

. any other transaction that would increase the 15% stockholder's proportionate
ownership of any class or series of our capital stock.

The shares held by the 15% stockholder are not counted as outstanding when
calculating the two-thirds of the outstanding voting stock needed for approval.

The prohibition against these transactions does not apply if:

. prior to the time that any stockholder became a 15% stockholder, the board of
directors approved either the business combination or the transaction in
which such stockholder acquired 15% or more of our outstanding voting stock,
or

. the 15% stockholder owns at least 85% of the outstanding voting stock of the
corporation as a result of the transaction in which such stockholder acquired
15% or more of our outstanding voting stock. Shares held by persons who are
both directors and officers or by some types of employee stock plans are not
counted as outstanding when making this calculation.

Stockholders rights plan

Under Delaware law, a corporation may create and issue rights entitling the
holders of such rights to purchase from the corporation shares of its capital
stock of any class or classes, unless prohibited by its certificate of
incorporation. The price and terms of these shares must be stated in the
certificate of incorporation or in a resolution adopted by the board of
directors.

We have entered into a stockholder rights agreement. As with most stockholder
rights agreements, the terms of our rights agreement are complex and not easily
summarized, particularly as they relate to the acquisition of our common stock
and to exercisability of the rights. This summary may not contain all of the
information that is important to you. Accordingly, you should carefully read our
rights agreement, which is incorporated by reference into this prospectus in its
entirety.

Our rights agreement provides that each share of our common stock outstanding
will initially have attached to it the right to purchase one one-hundredth of a
Series A junior participating preferred share of Ambac. As a result of stock
splits effected since the adoption of our stockholders rights agreement, each
share of common stock presently has attached to it

one-third of a share. The purchase price per one one-hundredth of a share of
preferred stock is $190, but this amount may be adjusted in some circumstances.

Initially, the rights are attached to all common stock certificates
representing shares then outstanding, and no separate rights certificates will
be distributed. The rights will separate from the common stock and a
distribution date will occur upon the earlier of

(a) 10 days following a public announcement that a person or group of
affiliated or associated persons, known as an acquiring person, has
acquired, or obtained the right to acquire, beneficial ownership of
20% or more of the outstanding shares of common stock or, with
respect to persons that beneficially own 15% or more of the
outstanding shares of common stock on January 31, 1996, such person
has acquired, or obtained the right to acquire, beneficial ownership
of 25% or more of the outstanding shares of common stock, or

(b) 10 business days, or such later date as the board shall determine,
following the commencement of a tender offer or exchange offer that
would result in a person or group becoming an acquiring person.

Until the distribution date the rights will be evidenced by the common stock
certificates and will be transferred with and only with such common stock
certificates, new common stock certificates issued after the record date will
contain a notation incorporating the rights agreement by reference and the
surrender for transfer of any certificates for common stock outstanding will
also constitute the transfer of the rights associated with the common stock
represented by such certificate.

The rights are not exercisable until the distribution date and will expire at
the close of business on January 31, 2006, unless earlier redeemed or exchanged
by Ambac as described below.

As soon as practicable after the distribution date, rights certificates will
be mailed to holders of record of the common stock as of the close of business
on the distribution date and, thereafter, the separate rights certificates alone
will represent the rights. Except as otherwise determined by the board, only
shares of common stock issued prior to the distribution date will be issued with
rights.

In the event that a person becomes an acquiring person, except pursuant to an
offer for all outstanding shares of common stock that the independent directors
determine to be fair to and otherwise in the best interests of Ambac and its
stockholders, each holder of a right will then have the right to receive, upon
exercise, common stock having a value equal to two times the exercise price of
the right. Following the occurrence of the event set forth in this paragraph,
all rights that are, or were, beneficially owned by any acquiring person will be
null and void.

In the event that, at any time following the stock acquisition date,

(a) Ambac is acquired in a merger or other business combination
transaction in which Ambac is not the surviving corporation, other
than a merger which follows an offer described in the preceding
paragraph, or

(b) fifty percent (50%) or more of Ambac's assets, cash flow or earning
power is sold or transferred,

each holder of a right shall thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value equal to two
times the exercise price of the right.

At any time after a person becomes an acquiring person and prior to the
acquisition by such person or group of 50% or more of the outstanding common
stock, the board may exchange the rights, other than rights owned by such person
or groups which have become void, in whole or in part, at an exchange ratio of
three shares of common stock, or one one-hundredth of a share of preferred
stock, per right, subject to adjustment.

At any time until 10 days following the stock acquisition date, Ambac may
redeem the rights in whole, but not in part, at a price of $.01 per right.
Immediately upon the action of the board ordering redemption of the rights, the
rights will terminate and the only right of the holders of rights will be to
receive the $.01 redemption price.

Any of the provisions of the rights agreement may be amended by the board
prior to the distribution date. After the distribution date, the provisions of
the rights agreement may be amended by the board in order to cure any ambiguity,
to make changes which do not adversely affect the interests of holders of
rights, or to shorten or lengthen any time period under the rights agreement;
however, no amendment may be made at the time when the rights are not
redeemable.

The rights may have certain anti-takeover effects. The rights will cause
substantial dilution to a person or group that attempts to acquire Ambac in a
manner which causes the rights to become discount rights unless the offer is
conditional on a substantial number of rights being acquired. The rights,
however, should not affect any prospective offeror willing to make an offer at a
fair price and otherwise in the best interests of Ambac and its stockholders as
determined by a majority of the directors who are not affiliated with the person
making the offer, or willing to negotiate with the board. The rights should not
interfere with any merger or other business combination approved by the board
since the board may, at its option, at any time until ten days following the
stock acquisition date redeem all but not less than all the then outstanding
rights at the redemption price.

The terms of our amended and restated certificate of incorporation and by-
laws are complex and not easily summarized. The above summary may not contain
all of the information that is important to you. Accordingly, you should
carefully read our amended and restated certificate of incorporation and by-
laws, which are incorporated by reference into this prospectus in their
entirety.

Preferred stock

General. We are authorized to issue 4,000,000 shares of preferred stock. No
shares of preferred stock are currently issued or outstanding. However, shares
of preferred stock designated as Series A junior participating preferred stock
are authorized and reserved for issuance in connection with the rights agreement
described above. Our board of directors may, without stockholder approval, issue
shares of preferred stock. The board can issue more than one series of preferred
stock. The board has the right to fix the number of shares, dividend rights,
conversion rights, voting rights, redemption rights, liquidation preferences and
any other rights, preferences, privileges and restrictions applicable to the
preferred stock it decides to issue.

Voting rights. The DGCL provides that the holders of preferred stock will
have the right to vote separately as a class on any proposal involving
fundamental changes in the rights of holders of such preferred stock.

Conversion or exchange. The prospectus supplement will describe the terms, if
any, on which the preferred stock may be convertible into or exchangeable for
our common stock, debt securities or other preferred stock. These terms will
include provisions as to whether conversion or exchange is mandatory, at the
option of the holder or at our option. These provisions may allow or require the
number of our shares of common stock or other securities to be received by the
holders of preferred stock to be adjusted.

DESCRIPTION OF DEBT SECURITIES

The debt securities will be issued under an indenture, dated as of March 15,
2001, between Ambac and First Union National Bank, which serves as the trustee
under the indenture.

We have summarized all material provisions of the indenture below. The form
of the indenture has been filed as an exhibit to the registration statement and
you should read the indenture for provisions that may be important to you.

General

The debt securities will be our direct unsecured general obligations. The
debt securities will rank equally with all of our other debt.

Because we are a holding company, our rights and the rights of our creditors,
including the holders of debt securities, to participate in the assets of any
subsidiary upon its liquidation or recapitalization will be subject to the prior
claims of the subsidiary's creditors, except to the extent that we may ourself
be a creditor with recognized claims against the subsidiary.

A prospectus supplement relating to any series of debt securities being
offered will include specific terms relating to the offering. The prospectus
supplement will include some or all of the following for a particular series of
debt securities:

. the title of debt securities;

. any limit on the aggregate principal amount of the debt securities;

. the price or prices at which we will sell the debt securities;

. the maturity date or dates of the debt securities;

. the per annum interest rate or rates, if any, on the series and the date or
dates from which any such interest will accrue;

. whether the amount of payments of principal of and premium, if any, or
interest on the debt securities may be determined with reference to any
index, formula or other method, such as one or more currencies, commodities,
equity indices or other indices, and the manner of determining the amount of
such payments;

. the dates on which we will pay interest on the debt securities and the
regular record date for determining who is entitled to the interest payable
on any interest payment date;

. the place or places where the principal of and premium, if any, and interest
on the debt securities will be payable;

. if we possess the option to do so, the periods within which and the prices at
which we may redeem the debt securities, in whole or in part, pursuant to
optional redemption provisions, and the other terms and conditions of any
such provisions;

. our obligation, if any, to redeem, repay or purchase debt securities by
making periodic payments to a sinking fund or through an analogous provision
or at the option of holders of the debt securities, and the period or periods
within which and the price or prices at which we will redeem, repay or
purchase the debt securities, in whole or in part, pursuant to such
obligation, and the other terms and conditions of such obligation;

. the denominations in which the debt securities will be issued, if other than
$1,000 and integral multiples of $1,000;

. the portion or methods of determining the portion of the principal amount of
the debt securities which we must pay upon the acceleration of the maturity
of the debt securities in connection with an Event of Default, as described
below, if other than the full principal amount;

. the currency, currencies or currency unit in which we will pay the principal
of and premium, if any or interest, if any, on the debt securities, if not
United States dollars,

. provisions, if any, granting special rights to holders of the debt securities
upon the occurrence of specified events;

. any deletions from, modifications of or additions to the Events of Default or
our covenants with respect to the applicable series of debt securities, and
whether or not such Events of Default or covenants are consistent with those
contained in the indenture;

. the application, if any, of the terms of the indenture relating to defeasance
and covenant defeasance, which terms are described below, to the debt
securities;

. whether any of the debt securities will be issued in global form and, if so,
the terms and conditions upon which global debt securities may be exchanged
for certificated debt securities;

. the depositary for global or certificated debt securities;

. any trustees, authenticating or paying agents, transfer agents or registrars
or other agents with respect to the debt securities; and

. any other terms of the debt securities consistent with the provisions of the
indenture.

Restrictive Covenants

Unless we tell you otherwise in an accompanying prospectus supplement, the
following restrictive covenants shall apply to each series of debt securities:

Limitation on Liens. So long as any debt securities are outstanding, neither
Ambac nor any of its subsidiaries will create, incur or guarantee any debt which
is secured by any mortgage, pledge, lien, security interest or other encumbrance
on any capital stock of Ambac Assurance, any successor to the business of Ambac
Assurance which is also a subsidiary of Ambac or any corporation, other than
Ambac, having direct or indirect control of Ambac Assurance or any such
successor. However, this restriction will not apply if the debt securities then
outstanding are secured at least equally and ratably with the otherwise
prohibited secured debt so long as it is outstanding.

Limitations on Dispositions of Stock of Certain Subsidiaries. So long as any
debt securities are outstanding and subject to the provisions of the indenture
regarding mergers, consolidations and sales of assets, neither Ambac nor any of
its subsidiaries will sell or otherwise dispose of any shares of capital stock
of Ambac Assurance, any successor to the business of Ambac Assurance which is
also a subsidiary of Ambac or any corporation, other than Ambac, having direct
or indirect control of Ambac Assurance or any such successor, except for:

. a sale or other disposition of any of such stock to a wholly-owned subsidiary
of Ambac or of such subsidiary;

. a sale or other disposition of all of such stock for at least fair value, as
determined by Ambac's board of directors acting in good faith, or

. a sale or other disposition of any of such stock for at least fair value, as
determined by Ambac's board of directors acting in good faith, if, after
such transaction, Ambac and its subsidiaries would own more than 80% of the
issued and outstanding voting stock of Ambac Assurance or any such successor.

Consolidation, Merger, Sale of Assets and Other Transactions

Under the indenture, so long as any debt securities are outstanding, we may
not consolidate or merge with another corporation or convey, transfer or lease
its properties or assets as an entirety or substantially as an entirety to
another person, unless:

. the successor or purchaser is a corporation organized under the laws of the
United States, any state within the United States or the District of
Columbia;

. the successor or purchaser expressly assumes our obligations under the
indenture and the debt securities; and

. immediately after the transaction, no Event of Default, and no event which,
if notice was given and/or a certain period of time passed,

would become an Event of Default, shall exist.

Except as described above, neither the indenture nor the debt securities
contain change of control or similar provisions intended to protect you by
requiring us to repurchase or redeem the debt securities if we become involved
in a merger or other significant corporate event. In addition, except as
described above, no indenture provisions prohibit us from entering into a merger
or a significant corporate event.

Events of Default

Unless we tell you otherwise in an accompanying prospectus supplement, the
following shall constitute "Events of Default" under the indenture with respect
to each series of debt securities:

. our failure for 30 days to pay any interest on any debt security of such
series when due;

. our failure to pay principal or premium, if any, on any debt security of
such series when due, regardless of whether such payment became due because
of maturity, redemption, acceleration or otherwise;

. our failure to perform any of our covenants with respect to such debt
securities for 60 days after we receive notice of such failure; and

. certain events of bankruptcy, insolvency or reorganization of Ambac, Ambac
Assurance or any successor to the business of Ambac Assurance which is also a
subsidiary of Ambac.

We are required to file with the trustee each year a written statement as to
our compliance with certain of our obligations under the indenture.

Remedies

If an Event of Default resulting from the failure to pay interest or
principal or premium, if any, on the debt securities of any series exists,
either the trustee or the holders of 25% in aggregate principal amount of
outstanding debt securities of such series may declare the principal of all the
outstanding debt securities of that series and all accrued interest on those
debt securities immediately due.

If one of the other Events of Default exists, either the trustee or the
holders of 25% in aggregate principal amount of the outstanding debt securities
of all existing series, voting together as one class, may declare the principal
of all the outstanding debt securities of all series and all accrued interest on
those debt securities immediately due.

Under certain conditions, these declarations may be annulled and defaults
which have been cured may be waived by the holders of a majority in aggregate
principal amount of the outstanding debt securities of the affected series,
voting separately, or of all series, voting together as one class, whichever was
required to make the declaration in the first place.

Before the principal of the debt securities of any series is declared
immediately due as described above, the holders of a majority in aggregate
principal amount of the outstanding debt securities of the affected series,
voting separately, or of all series, voting together as one class, depending on
the nature of the Event of Default, may waive any Event of Default other than an
Event of Default:

. resulting from a failure to pay principal of and premium, if any, or
interest on any of the debt securities or

. in respect of a provision of the indenture which cannot be modified without
the consent of the holder of each debt security affected by the modification.

If an Event of Default occurs, the holders of a majority in aggregate
principal amount of the outstanding debt securities of the affected series,

voting separately, or of all series, voting together as one class, depending
on the nature of the proceeding, may direct the time, method and place of
conducting any proceeding for any remedy available to the trustee, or exercising
any trust or power conferred on the trustee. However, unless the indenture
requires otherwise, the trustee is not under any obligation to exercise any of
its rights or powers under the indenture at the request or direction of holders
of debt securities unless such holders offer reasonable indemnity to the
trustee.

Defeasance and Covenant Defeasance

We may, at our option, irrevocably deposit with the trustee money and/or
United States government obligations in an amount that would be sufficient to
pay the principal of and premium, if any, and interest on the debt securities of
a series when each payment becomes due. If we do so, we may then elect to take
advantage of the concept of defeasance, which allows us to be discharged from
our obligations on the debt securities of such series, other than certain
continuing obligations specified in the indenture relating to:

o the transfer of debt securities;

o the replacement of temporary or mutilated, lost or stolen debt securities; and

o the place we maintain for payments of the debt securities.

Alternately, we may elect to take advantage of the concept of covenant
defeasance, which allows us to be discharged from our obligations with respect
to the debt securities of such series under certain covenants.

Notwithstanding the deposit of funds and/or United States government
obligations described above, in order to effect defeasance or covenant
defeasance, the indenture requires us to deliver to the trustee an opinion of
counsel that the contemplated defeasance or covenant defeasance will not cause
the holders of debt securities of the relevant series to recognize income, gain
or loss for federal income tax purposes.

Modification and Waiver

Under the indenture, Ambac and the trustee may supplement the indenture for
certain purposes which would not materially adversely affect the interests of
the holders of debt securities of a series without the consent of those holders.
Ambac and the trustee may also modify the indenture or any supplemental
indenture in a manner that affects the interests or rights of the holders of
debt securities with the consent of the holders of at least a majority in
principal amount of the outstanding debt securities of all affected series,
voting together as one class. However, any modification which would

(a) change the maturity or reduce the principal amount of any debt
securities, reduce their interest rate or extend the time of
interest payments, reduce any amount payable upon redemption of any
debt securities or impair or affect the right of any holder of debt
securities to institute suit for payments on the debt securities or

(b) make certain changes to the requirements for modification of the
indenture or any supplemental indenture, requires the consent of
each holder of debt securities that would be affected by the
modification.

The indenture permits the holders of a majority in aggregate principal amount
of the outstanding debt securities of all series, voting together as one class,
to waive our compliance with certain covenants contained in the indenture.

Payment and Paying Agents

We will make payment of principal of and premium, if any, and interest on
debt securities at the place we designate. We may, at our option, make payments
of interest by check mailed to the address of the person entitled to receive
such interest payment according to the register for the debt securities or by
transfer to an account of such person. Interest payments will be made to the
person in whose name a debt security is registered as of a certain number of
days prior to the relevant payment date. Although we may designate additional
paying agents or remove paying agents, we will at all times maintain a paying
agent in each place we designate for payment.

If the debt securities are represented by global certificates, payments will
be made to The Depository Trust Company.

Denominations, Registrations and Transfer

Unless we tell you otherwise in an accompanying prospectus supplement, debt
securities will be represented by one or more global certificates registered in
the name of a nominee for The Depository Trust Company. In such case, each
owner's beneficial interest in the global securities will be shown on the
records of DTC and transfers of beneficial interests will only be effected
through DTC's records.

Beneficial interests in a global security may only be exchanged for
certificated securities registered in the particular owner's name if:

. DTC notifies us that it is unwilling or unable to continue serving as the
depositary for the relevant global securities or DTC ceases to maintain
certain qualifications under the Securities Exchange Act of 1934 and no
successor depositary has been appointed for 90 days;

. We determine, in our sole discretion, that the global security shall be
exchangeable; or

. an Event of Default has occurred and is continuing.

If debt securities are issued in certificated form, they will only be issued
in the minimum denomination specified in the accompanying prospectus supplement
and integral multiples of such denomination. Transfers and exchanges of such
debt securities will only be permitted in such minimum denomination. Transfers
of debt securities in certificated form may be registered at the trustee's
corporate office or at the offices of any paying agent or trustee appointed by
Ambac under the indenture. Exchanges of debt securities for an equal aggregate
principal amount of debt securities in different denominations may also be made
at such locations.

Governing Law

The indenture and debt securities will be governed by the laws of New York.

Our Relationship with the Trustee

The trustee under the indenture, First Union National Bank, occasionally acts
as trustee in connection with obligations insured by Ambac Assurance. We also
have other business dealings with First Union National Bank and its affiliates
in its capacity as a commercial bank. First Union National Bank also is a member
of a group of highly rated banks that provides a $800 million seven-year
irrevocable limited recourse line of credit to Ambac Assurance. This line of
credit provides liquidity to Ambac Assurance in the event claims from municipal
and certain mortgage-backed and asset-backed securities in its covered
portfolios exceed specified levels. As of December 31, 2000 no amounts are
outstanding.

Conversion or exchange rights

The prospectus supplement will describe the terms, if any, on which a series
of debt securities may be convertible into or exchangeable for our common stock,
preferred stock or other debt securities. These terms will include provisions as
to whether conversion or exchange is mandatory, at the option of the holder or
at our option. These provisions may allow or require the number of our shares of
common stock or other securities to be received by the holders of such series of
debt securities to be adjusted.

WHERE YOU CAN FIND MORE
INFORMATION

We file reports, proxy statements, and other information with the SEC. These
reports, proxy statements, and other information can be read and copied at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. The SEC maintains an internet site at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding companies that file electronically with the SEC, including Ambac.
These reports, proxy statements and other information can also be read at the
offices of the NYSE, 20 Broad Street, New York, New York 10005.

This prospectus is part of a registration statement filed by us with the SEC.
The full registration statement can be obtained from the SEC as indicated above,
or from us.

The SEC allows us to "incorporate by reference" the information we file with
the SEC. This permits us to disclose important information to you by referencing
these filed documents. Any information referenced this way is considered part of
this prospectus, and any information filed with the SEC subsequent to this
prospectus and prior to the termination of the particular offering referred to
in such prospectus supplement will automatically be deemed to update and
supersede this information. We incorporate by reference the following documents
which have been filed with the SEC:

. Annual Report and Form 10-K for the fiscal year ended December 31, 2000;

. Current Reports on Form 8-K filed January 24, 2001 and March 19, 2001; and

. Registration Statements on Form 8-A dated June 12, 1991 and February 28,
1996.

We incorporate by reference the documents listed above and any future filings
made with the SEC in accordance with Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934.

We will provide without charge upon written or oral request, a copy of any or
all of the documents which are incorporated by reference to this prospectus,
other than exhibits which are specifically incorporated by reference into those
documents. Requests should be directed to Brian S. Moore, Managing Director,
Investor Relations, Ambac Financial Group, Inc., One State Street Plaza, New
York, New York 10004 (telephone number (212) 668-0340).

PLAN OF DISTRIBUTION

We may sell the common stock, preferred stock or any series of debt
securities in one or more of the following ways from time to time:

. to underwriters for resale to investors;

. directly to investors; or

. through agents to investors.

The prospectus supplements will state the terms of the offering of the
securities, including:

. the name or names of any underwriters or agents,

. the purchase price of such securities and the proceeds to be received by us,

. any underwriting discounts or agency fees and other items constituting
underwriters' or agents' compensation,

. any initial public offering price of such securities,

. any discounts or concessions allowed or reallowed or paid to dealers, and

. any securities exchanges on which such securities may be listed.

If we use underwriters in the sale, the securities will be acquired by the
underwriters for their own account and may be resold from time to time in one or
more transactions, including:

. negotiated transactions,

. at a fixed public offering price or prices, which may be changed,

. at market prices prevailing at the time of sale, or

. at prices related to prevailing market prices.

Unless otherwise stated in a prospectus supplement, the obligations of the
underwriters to purchase any securities will be conditioned on customary closing
conditions and the underwriters will be obligated to purchase all of such
securities, if any are purchased.

Underwriters and agents may be entitled under agreements entered into with us
to indemnification by us against certain civil liabilities, including
liabilities under the Securities Act of 1933, or to contribution with respect to
payments which the underwriters or agents may be required to make.

Underwriters and agents may be customers of, engage in transactions with, or
perform services for us and our affiliates in the ordinary course of business.

Any underwriters to whom securities are sold by us for public offering and
sale may make a market in the securities, but such underwriters will not be
obligated to do so and may discontinue any market making at any time without
notice. The securities, other than the common stock, may or may not be listed on
a national securities exchange. Securities offered by a prospectus supplement
will be a new issue of securities and will have no established trading market,
other than our common stock which is listed on the New York Stock Exchange. Any
common stock sold will be listed on the New York Stock Exchange, upon official
notice of issuance.
LEGAL OPINIONS

Anne G. Gill, Esq., First Vice President, Assistant General Counsel and
Secretary of Ambac, One State Street Plaza, New York, New York 10004, and/or
Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York 10036 will act as
our legal counsel. Anne G. Gill, Esq. will issue an opinion about the legality
of the securities. Anne G. Gill, Esq. beneficially owns, or has the right to
acquire under Ambac's employee benefit plans, an aggregate of less than 1% of
Ambac's common stock. Brown & Wood LLP, New York, New York, will act as counsel
to the underwriters or agents.

EXPERTS

Ambac and Ambac Assurance's consolidated financial statements and related
financial statement schedules as of December 31, 2000 and 1999 and for each of
the years in the three year period ended December 31, 2000, have been
incorporated by reference herein and in the registration statement in reliance
upon the report of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.
- ------------------------------------------------------

The expenses relating to the registration of the shares of common stock will
be borne by the registrant. Such expenses are estimated to be as follows:

Securities and Exchange Commission Registration Fee.............. $ 125,000
Transfer Agents and Trustees' Fees and Expenses.................. $ 25,000
Printing and Engraving Fees and Expenses......................... $ 150,000
Accounting Fees and Expenses..................................... $ 75,000
Legal Fees....................................................... $ 200,000
Rating Agency Fees............................................... $ 75,000
Stock Exchange Listing Fees...................................... $ 10,000
Miscellaneous.................................................... $ 10,000
-----------
Total............................................................ $ 670,000

Item 15. Indemnification of Directors and Officers.
- ----------------------------------------------------

As authorized by Section 145 of the General Corporation Law of the State of
Delaware, each director and officer of Ambac may be indemnified by Ambac against
expenses (including attorney's fees, judgments, fines and amounts paid in
settlement) actually and reasonably incurred in connection with the defense or
settlement of any threatened, pending or completed legal proceedings in which he
is involved by reason of the fact that he is or was a director or officer of
Ambac if he acted in good faith and in manner that he reasonably believed to be
in or not opposed to the best interests of Ambac and, with respect to any
criminal action or proceeding, if he had no reasonable cause to believe that his
conduct was unlawful. In addition, Article VII of the amended and restated
certificate of incorporation of Ambac and Article IX of its by-laws authorize
Ambac to indemnify any person entitled to be indemnified under law. If the legal
proceeding, however, is by or in the right of Ambac, the director or officer may
not be indemnified in respect of any claim, issue or matter as to which he shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to Ambac unless a court determines otherwise.

In addition, Ambac maintains a directors' and officers' liability insurance
policy.

Article VI of the amended and restated certificate of incorporation of Ambac
provides that, to the fullest extent permitted by law, no director of Ambac will
be personally liable for monetary damages to Ambac or its stockholders for any
breach of fiduciary duty as a director.

Item 16. List of Exhibits.
- ---------------------------

The Exhibits to this registration statement are listed in the Index to
Exhibits on page II-5.

II-1

Item 17. Undertakings.
- -----------------------

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 the 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 the registration statement; notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; (iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement, provided, however, that paragraphs 1(i) and 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 by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
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.

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
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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 the provisions set forth in Item 15, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
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 Act and will be governed by the final adjudication of
such issue.

II-2

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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on April 27, 2001.

AMBAC FINANCIAL GROUP, INC.

By /s/ Frank J. Bivona
--------------------------------
Name: Frank J. Bivona
Title: Vice Chairman and Chief Financial
Officer

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on the 27th day of April, 2001.

II-3

Signature Title
--------- -----

* Chairman and Chief Executive
_______________________ Officer
Phillip B. Lassiter (Principal Executive Officer)

/s/ Frank J. Bivona Vice Chairman and Chief Financial
_______________________ Officer (Principal
Frank J. Bivona Financial and Accounting Officer)

*
_______________________
Michael A. Callen Director

*
_______________________
Renso L. Caporali Director

*
_______________________
Jill M. Considine Director

*
_______________________
Richard Dulude Director

*
_______________________
Robert J. Genader Director

*
_______________________
W. Grant Gregory Director

*
_______________________
C. Roderick O'Neil Director

* By: /s/ Frank J. Bivona
_____________________
Attorney in Fact

II-4

EXHIBIT INDEX

Exhibit
No. Description of Exhibits
- ------- -----------------------

1.1+ Form of Underwriting Agreement for debt securities (incorporated herein
by reference to Amendment No. 1 to the Registration Statement on Form S-3
(File No. 333-43695) filed with the Commission on February 6, 1998).

1.2+ Form of Underwriting Agreement for preferred stock will be filed as
an exhibit to a Current Report of the Registrant on Form 8-K and
incorporated by reference herein.

1.3+ Form of Underwriting Agreement for common stock will be filed as an
exhibit to a Current Report of the Registrant on Form 8-K and
incorporated by reference herein.

4.1+ Indenture, dated as of March 15, 2001, between the Company and First
Union National Bank, as Trustee.

4.2+ The form of any Note with respect to each particular series of Notes
issued hereunder will be filed as an exhibit to a Current Report of
the Registrant on Form 8-K and incorporated by reference herein.

4.3+ The form of any certificate of designation with respect to any
preferred stock issued hereunder will be filed as an exhibit to a
Current Report of the Registrant on Form 8-K and incorporated by
reference herein.

4.4+ Definitive Engraved Stock Certificate representing share of common
stock (incorporated by reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997).

4.5+ Conformed Amended and Restated Certificate of Incorporation of the
Company filed with the Secretary of State of the State of Delaware on
July 11, 1997 (incorporated by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1997).

4.6+ Conformed Copy of the Certificate of Amendment to the Amended and
Restated Certificate of Incorporation of the Registrant filed with
the Secretary of State of the State of Delaware on May 13, 1998
(incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998).

4.7+ By-laws of the Registrant, as amended through January 28, 1998
(incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1997).

4.8+ Rights Agreement, dated as of January 31, 1996, between the Company
and Citibank, N.A., as Rights Agent (incorporated by reference to the
Registrant's Registration Statement on Form 8-A dated February 28,
1996).

II-5

5.1 Opinion of Anne G. Gill, Esq.

12.1 Statement re: Computation of Ratio of Earnings to Fixed Charges.

23.1 Consent of KPMG LLP, Independent Accountants.

23.2 Consent of Anne G. Gill, Esq. (included in Exhibit 5.1).

24.1+ Power of Attorney of certain officers and directors of the Company (included in the
signature pages hereto).

25.1+ Statement of Eligibility on Form T-1 of First Union National Bank, Trustee under the
Indenture.

______________
+ Previously filed.

II-6