(EXHIBIT 10.10)


                           AMENDMENT NUMBER 1 TO THE
                 AMBAC INC. NONQUALIFIED SAVINGS INCENTIVE PLAN



          WHEREAS, Section 12 of the AMBAC Inc. Nonqualified Savings Incentive
Plan (the "PLAN") provides that the Board of Directors (the "BOARD") of AMBAC
Inc. (the "COMPANY") may amend the Plan; and

          WHEREAS, the Board has approved an amendment to the Plan in the manner
set forth below;

          NOW, THEREFORE, effective as of April 30, 1997, the Plan is hereby
amended as follows:

          1.  Section 2 of the Plan is hereby amended to add after the
     definition of "ERISA" the following:

               ""Excluded Individual" means (i) any individual who is designated
          by the Company at the time of hire as not eligible to participate in
          the Plan or (ii) any individual who is treated or designated by the
          Company as an independent contractor, leased employee or consultant
          (regardless of whether such treatment or designation is subsequently
          upheld by a court, judicial or arbitral authority or any other
          governmental agency).  Excluded Individuals are not eligible to
          participate in or receive benefits under the Plan."

          2.   The definition of "Participant" in Section 2 of the Plan is
     hereby deleted and replaced by the following:

               ""Participant" means an individual, other than an Excluded
          Individual, who has satisfied the qualification requirements of
          Section 3(a)."

          3.  The second paragraph of Section 3 is hereby amended by adding at
     the end thereof the following:

               "Furthermore, no Excluded Individual may qualify as a
     Participant."

          4.  Section 14(a) is hereby deleted and replaced by the following:

               "(a) The Plan shall be administered and operated by the
          Committee, which shall be responsible for the interpretation of the
          Plan and the establishment of the rules and regulations governing the
          administration thereof.  The Committee shall have complete authority,
          in its sole and absolute discretion, to construe the terms of the Plan
          (and any related or underlying documents or policies), and to
          determine the eligibility for, and amount of benefits due under, the
          Plan to Participants.  All such interpretations and determinations of
          the Committee shall be final and binding upon all parties and persons
          affected thereby."

 
          5.  Except as otherwise amended above, the Plan shall remain in full
     force and effect.

                                         AMBAC Inc.



                                         By:  /s/ Janice Reals Ellig
                                           -------------------------
                                         Title:  Senior Vice President