SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                      Exchange Act of 1934 (Amendment No. )

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                                     Only (as permitted by Rule 14a-6(e)(2))

[  ] Definitive Proxy Statement
[  ] Definitive Additional Materials
[X ] Soliciting Material pursuant to Rule 14a-12

                            Ambanc Holding Co., Inc.
                 ----------------------------------------------
                (Name of Registrant as Specified in Its Charter)

                 -----------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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        Ambanc Holding Co., Inc. Announces Special Stockholder Meeting to
          Adopt Merger Agreement With Hudson River Bank & Trust Company

         Ambanc Holding Co., Inc (NASDAQ:  AHCI) ("Ambanc") announced today that
a special  meeting of its  stockholders  will be held at the main  office of the
Company's primary subsidiary,  Mohawk Community Bank (the "Bank"), located at 11
Division Street, Amsterdam, New York, on December 10, 2001 at 1:00 p.m., Eastern
Time.

         John M.  Lisicki,  the  President  and Chief  Executive  Officer of the
Company,  said, in making the  announcement,  "Our stockholders will be asked to
adopt a  merger  agreement  which  provides  for the  merger  of  Ambanc  into a
subsidiary of Hudson River Bank & Trust Company ("Hudson River").  If the merger
is  completed,  the  stockholders  will be entitled to receive a cash payment of
$21.50 for each share of Ambanc stock that they own."

         Completion  of the merger is subject to certain  conditions,  including
receipt  of  various  regulatory  approvals  from  the New  York  State  Banking
Department,  The Office of Thrift  Supervision and the Federal Deposit Insurance
Corporation.

         Ambanc will file  definitive  proxy  materials  with the Securities and
Exchange  Commission  ("SEC")  which will set forth the complete  details of the
merger.  WE URGE INVESTORS TO CAREFULLY READ THE DEFINITIVE PROXY MATERIALS WHEN
FILED WITH THE SEC BECAUSE THEY WILL CONTAIN  IMPORTANT  INFORMATION.  Investors
will be able to obtain a copy of the Ambanc  definitive  proxy materials free of
charge at the SEC's web site at www.sec.gov.  The definitive  materials may also
be obtained for free by directing a written request to Ambanc Holding Co., Inc.,
11 Division Street, Amsterdam, New York 12010, Attention:  Secretary.  INVESTORS
SHOULD READ THE DEFINITIVE  PROXY MATERIALS  BEFORE MAKING A DECISION  REGARDING
THE MERGER.

         Ambanc and its  directors  and  executive  officers may be deemed to be
"participants"  in  Ambanc's  solicitation  of  proxies in  connection  with the
proposed  merger.  Information  regarding  the  participants,   including  their
holdings  of Ambanc  stock,  is  contained  in  Ambanc's  annual  meeting  proxy
materials filed with the SEC on April 18, 2001.

         Hudson River Bank & Trust Company,  a New York  chartered  savings bank
established in 1850, a subsidiary of Hudson River Bancorp, Inc. (NASDAQ:  HRBT),
is headquartered in Hudson, New York with 37 full-service branch offices located
in Columbia,  Rensselaer,  Albany,  Saratoga,  Schenectady,  Greene,  Warren and
Dutchess  counties.  Hudson River is a  diversified  and  progressive  financial
services  company  offering   commercial,   trust  and  investment   management,
brokerage,  on-line banking services and insurance products,  in addition to its
customary  banking  products.  Its primary goal is to enhance  shareholder value
while maintaining its identity as a community bank.

         Ambanc Holding Co., Inc. is a unitary savings and loan holding company.
The Company's  primary  subsidiary,  Mohawk Community Bank,  serves customers in
fifteen upstate New York offices,  located in Montgomery,  Fulton,  Schenectady,
Saratoga, Albany, Chenango and Schoharie counties.






         The  foregoing  material  may contain  forward-looking  statements.  We
caution that such  statements  may be subject to a number of  uncertainties  and
actual results could differ materially and, therefore,  readers should not place
undue reliance on any forward-looking statements. Ambanc does not undertake, and
specifically  disclaims,  any obligation to publicly  release the results of any
revisions  that may be made to any  forward-looking  statements  to reflect  the
occurrence of anticipated or  unanticipated  events or  circumstances  after the
date of such statements.