EXHIBIT 11
                          AMBAC INC. AND SUBSIDIARIES
                 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)




                                            1996       1995       1994
                                         ----------  --------- ----------
                                                       
Net income..............................   $276,317   $167,595   $141,105
                                           --------   --------   -------- 
 
Fully diluted shares:
 
  Average number of common shares           
   outstanding..........................     34,965     35,101     35,207 
 
  Assumed exercise of dilutive stock         
   options (1)..........................        935        540        416 
                                           --------   --------   --------  

                                             35,900     35,641     35,623
                                           --------   --------   --------  
 
Earnings per share assuming full        
 dilution (2)...........................   $   7.70   $   4.70   $   3.96
                                           ========   ========   ======== 
 



(1)  As of December 31, 1996, approximately 2,175,000 stock options and
     restricted stock units had been granted and were outstanding. Based upon
     various exercise prices, the total consideration for the options and
     restricted stock units will be approximately $82.3 million. The dilution
     would be the equivalent of approximately 935,000 shares, using the Treasury
     Stock Method, based upon a market value of $66.38 per share.

(2)  In accordance with Accounting Principles Board Opinion No. 15, any
     reduction of less than 3% need not be considered as dilution. Accordingly,
     the Consolidated Statements of Operations on page 31 of the 1996 Annual
     Report to Stockholders reflect net income per common share of $7.90 for the
     year ended December 31, 1996.

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