SCHEDULE 14A

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934


Filed by the Registrant X
                       ---
Filed by a Party other than the Registrant X
                                          ---
Check the appropriate box:

___ Preliminary Proxy Statement ___ Confidential, for Use of the Commission Only
                                    (as permitted by Rule 14a-6(e)(2))
___ Definitive Proxy Statement
 X  Definitive Additional Materials
___ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                            AMBANC HOLDING CO., INC.
                (Name of Registrant as Specified in its Charter)

                AMBANC HOLDING CO., INC. AND AFSALA BANCORP. INC.
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 X  No fee required.
__  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

    (1) Title of each class of securities to which transaction applies:

    (2) Aggregate number of securities to which transaction applies:

    (3) Per unit  price  or  other  underlying  value  of  transaction  computed
        pursuant to Exchange Act Rule 0-11:

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    (5) Total fee paid:

___ Fee paid previously with preliminary materials.

___ Check box if any part of the fee is offset as provided by Exchange  Act Rule
    0-11(a)(2)  and  identify the filing for which the  offsetting  fee was paid
    previously.  Identify the previous filing by Registration  Statement number,
    or the Form or Schedule and the date of its filing.

    (1)  Amount Previously Paid:
    (2)  Form, Schedule or Registration Statement No.:
    (3)  Filing Party:
    (4)  Date Filed:




                           [AMBANC HOLDING CO. LETTERHEAD]

                                                                 August 14, 1998




Dear Fellow Stockholder:

         As you know, a special  meeting of  stockholders of Ambanc Holding Co.,
Inc.  ("Ambanc") will be held at 10:00 a.m., local time, on September 1, 1998 at
the Best Western hotel,  located at 10 Market Street,  Amsterdam,  New York. The
purpose of this  meeting is to vote on the  adoption of the  Reorganization  and
Merger Agreement with AFSALA Bancorp, Inc. ("AFSALA").

         We have recently resolved our ongoing litigation with Seymour Holtzman,
a  stockholder  of both Ambanc and AFSALA,  and are  enclosing the press release
announcing the terms of the agreement.  We are very pleased to have settled this
matter in an agreeable way for all parties concerned.

         THE BOARD BELIEVES THE MERGER WITH AFSALA IS IN THE BEST INTERESTS
OF AMBANC AND ITS STOCKHOLDERS, AND UNANIMOUSLY RECOMMENDS THAT
YOU VOTE "FOR" ADOPTION OF THE MERGER AGREEMENT.

         If you have not done so already,  please  complete,  sign and date your
proxy card and return it in the  postage-paid  envelope  provided to you. If you
wish to revoke a proxy  previously  given,  you may do so by (i)  delivering  to
Ambanc at or before the Special Meeting a written notice of revocation bearing a
later date than the previously returned proxy card, (ii) delivering to Ambanc at
or before the  Special  Meeting a later  dated  proxy card  relating to the same
shares of Ambanc common stock or (iii)  attending the Special Meeting and voting
in person (although  attendance at the Special Meeting will not in and of itself
constitute revocation of a proxy).  Additional proxy cards will be provided upon
request by contacting  Robert Kelly,  Secretary,  Ambanc  Holding Co.,  Inc., 11
Division Street, Amsterdam, New York 12010, telephone number (518) 842-7200.

         On behalf of the Board of Directors and  management of Ambanc,  I thank
you for your continued support. We hope to see you at the Special Meeting.

                                                     Very truly yours,

                                                     /S/ Paul W. Baker

                                                     Paul W. Baker
                                                     Chairman of the Board




                             [AFSALA LETTERHEAD]


                                                                 August 14, 1998

Dear Fellow Stockholder:

         As you know, a special meeting of stockholders of AFSALA Bancorp,  Inc.
("AFSALA")  will be held at 2:00 p.m.,  local time,  on September 3, 1998 at the
Best  Western  hotel,  located at 10 Market  Street,  Amsterdam,  New York.  The
purpose of this  meeting is to vote on the  adoption of the  Reorganization  and
Merger Agreement with Ambanc Holding Co., Inc. ("Ambanc") dated April 23, 1998.

         On August 11, 1998,  AFSALA and Ambanc  entered  into a Settlement  and
Standstill  Agreement (the  "Standstill  Agreement") with a group of individuals
and entities affiliated with Mr. Seymour Holtzman (the "Group").  Both companies
issued a press  release that day  announcing  the  execution  of the  Standstill
Agreement.  Under the Standstill  Agreement,  the Group has, among other things,
agreed to support and vote for AFSALA's  pending merger with Ambanc and withdraw
its  lawsuits  against  Ambanc,  in return  for which  AFSALA  and  Ambanc  will
reimburse the Group for a portion of their expenses  incurred in connection with
its litigation against Ambanc and the Group's opposition to the proposed merger.

         For further  details,  reference is made to the press  release which is
enclosed herewith.

         THE BOARD BELIEVES THE MERGER WITH AMBANC IS IN THE BEST INTERESTS OF
AFSALA AND ITS STOCKHOLDERS, AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" ADOPTION OF THE MERGER AGREEMENT.

         If you have not done so already,  please  complete,  sign and date your
proxy card and return it in the  postage-paid  envelope  provided to you. If you
wish to revoke a proxy  previously  given,  you may do so by (i)  delivering  to
AFSALA at or before the Special Meeting a written notice of revocation bearing a
later date than the previously returned proxy card, (ii) delivering to AFSALA at
or before the  Special  Meeting a later  dated  proxy card  relating to the same
shares of AFSALA common stock or (iii)  attending the Special Meeting and voting
in person (although  attendance at the Special Meeting will not in and of itself
constitute revocation of a proxy).  Additional proxy cards will be provided upon
request by contacting  Sandra  Hammond,  Secretary,  AFSALA  Bancorp,  Inc., 161
Church Street, Amsterdam, New York 12010, telephone number (518) 842-5700.

         On behalf of the Board of Directors and  management of AFSALA,  I thank
you for your continued support.

                                      Sincerely,

                                      /s/ John M. Lisicki

                                      John M. Lisicki
                                      Chairman of the Board, President and
                                      Chief Executive Officer




For further information, contact:                          FOR IMMEDIATE RELEASE
AMBANC: Bud Barnett, President (518) 842-7200                    August 11, 1998
AFSALA:   John Lisicki, President (518) 842-5700

                 AMBANC AND AFSALA ANNOUNCE SETTLEMENT WITH HOLTZMAN

         Amsterdam,  New York. Ambanc Holding Co., Inc. (Nasdaq AHCI) and AFSALA
Bancorp,  Inc. (Nasdaq AFED) announced today that they have reached an agreement
with Seymour  Holtzman,  a stockholder of both companies,  regarding the pending
merger of the two companies.

         Mr. Holtzman has agreed to drop all litigation against Ambanc,  refrain
from any future  litigation  against both  companies  until at least  January 1,
2000,  fully  support and vote for the  pending  merger of Ambanc and AFSALA and
vote for Ambanc's  nominees for director and avoid  becoming  involved  with any
other hostile action at the annual meeting of Ambanc  stockholders to be held in
1999.

         In return,  Ambanc has agreed to retain  Sandler,  O'Neill &  Partners,
L.P., its regular investment banker, to seek ways to maximize  shareholder value
following  completion  of the  merger,  including  the  possible  merger  of the
combined  companies with a third party.  If Ambanc has not entered into a merger
or acquisition agreement with a third party acquiror on or before April 1, 1999,
or a merger or acquisition is not  consummated,  Ambanc has agreed to appoint to
the Ambanc board two persons  from a list of at least four  persons  selected by
Mr. Holtzman.  Finally,  Ambanc and AFSALA have agreed to reimburse Mr. Holtzman
$80,000 for a portion of his expenses incurred in the litigation with Ambanc and
his actions with respect to the merger.

         Lauren T. Barnett,  acting  President of Ambanc,  stated:  "We are very
pleased to have this expensive  litigation  behind us and to be working with Mr.
Holtzman in a cooperative  fashion for the benefit of all the  stockholders.  We
believe  that  working  together,  and with the  anticipated  benefits of AFSALA
becoming  part of our company and bringing with it superb  management  talent in
John Lisicki, we can maximize the value of our shareholders' investment."

         John M. Lisicki,  President of AFSALA,  stated: "With this action today
we can focus on achieving  the  synergies and cost savings that make our pending
merger  with  Ambanc so  attractive.  Our focus  will be on  achieving  the best
possible results for the  shareholders of the combined  institutions and we look
forward to working with Mr. Holtzman in a very constructive and positive way."

         The special  meetings of the  shareholders of Ambanc and AFSALA will be
held on September 1 and September 3, respectively.  Closing is expected to occur
early in the fourth quarter.