8-A12B/A

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                  FORM 8-A/A

                                AMENDMENT NO. 1

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                          Ambac Financial Group, Inc.
- -------------------------------------------------------------------------------
            (Exact Name of Registrant as Specified in Its Charter)


           Delaware                                          13-3621676
- -------------------------------------------------------------------------------
(State of Incorporation or Organization)                  (I.R.S. Employer
                                                          Identification no.)

         One State Street Plaza,
          New York, New York                                   10004
- -------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                   (Zip Code)


If this form relates to the               If this form relates to the
registration of a class of                registration of a class of securities
securities pursuant to Section 12(b)      pursuant to Section 12(g) of the
of the Exchange Act and is effective      Exchange Act and is effective upon
upon filing pursuant to General           filing pursuant to General Instruction
Instruction A.(c), please check the       A.(d), please check the following
following box. [X]                        box. [ ]

Securities Act registration statement file number to which this form
relates:  N/A
          -----------------

Securities to be registered pursuant to Section 12(b) of the Act (if
applicable):

       Title of Each Class                     Name of Each Exchange on Which
       to be so Registered                          to be so Registered
- ---------------------------------             ---------------------------------

  Preferred Stock Purchase Rights                New York Stock Exchange
- ---------------------------------             ---------------------------------

Securities to be registered pursuant to Section 12(g) of the Act:

                                     NONE
- -------------------------------------------------------------------------------
                               (Title of Class)


         This Registration Statement on Form 8A/A amends and restates the
Registration Statement of Form 8-A filed with the Securities and Exchange
Commission by Ambac Financial Group, Inc. (formerly known as Ambac Inc.) (the
"Company") on February 28, 1996 (the "Original Form 8-A") relating to the
rights distributed to the stockholders of the Company (the "Rights") in
connection with the Rights Agreement, dated as of January 31, 1996 (the
"Rights Agreement"), between the Company and Citibank, N.A., as Rights Agent
(the "Rights Agent"). On May 16, 2003, the Company and the Rights Agent
entered into Amendment No. 1 to the Rights Agreement, which is included as
Exhibit 2 hereto and is incorporated herein by reference.


Item 1.  Description of Registrant's Securities to be Registered

         On January 31, 1996, the Board of Directors of Ambac Financial Group,
Inc. (formerly known as Ambac Inc.) (the "Company") declared a dividend
distribution of one Right for each outstanding share of Common Stock to
stockholders of record at the close of business on February 14, 1996 (the
"Record Date"). Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series A Junior Participating
Preferred Stock, par value $0.01 per share (the "Preferred Stock"), at a
Purchase Price of $190, subject to adjustment. As a result of stock splits
effected since the distribution of the Rights, the Company has adjusted the
number of Rights associated with each share of common stock from one Right to
one-third Right. The description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") between the Company and Citibank,
N.A., as Rights Agent.

         Initially, the Rights will be 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 (i) ten (10) days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of twenty percent (20%) or more of the
outstanding shares of Common Stock or, with respect to persons that
beneficially own fifteen percent (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 twenty-five percent (25%) or more of
the outstanding shares of Common Stock (the "Stock Acquisition Date"), other
than as a result of repurchases of stock by the Company, or (ii) ten (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, (i) the
Rights will be evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates, (ii) new Common
Stock certificates issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference and (iii) 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. Pursuant to the Rights Agreement, the Company reserves the
right to require prior to the occurrence of a Triggering Event (as defined
below) that, upon any exercise of Rights, a number of Rights be exercised so
that only whole shares of Preferred Stock will be issued.



         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 the Company 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 the Company and its stockholders), each holder of a Right will
thereafter have the right to receive, upon exercise, Common Stock (or, in
certain circumstances, cash, property or other securities of the Company)
having a value equal to two times the exercise price of the Right.
Notwithstanding any of the foregoing, following the occurrence of the event
set forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by
any Acquiring Person will be null and void. However, Rights are not
exercisable following the occurrence of the event set forth above until such
time as the Rights are no longer redeemable by the Company as set forth below.

         For example, at an exercise price of $190 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an
event set forth in the preceding paragraph would entitle its holder to
purchase $380 worth of Common Stock (or other consideration, as noted above)
for $190. Assuming that the Common Stock had a per share value of $47.50 at
such time, the holder of each valid Right would be entitled to purchase 8
shares of Common Stock for $190.

         In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation (other than
a merger which follows an offer described in the second preceding paragraph),
or (ii) fifty percent (50%) or more of the Company's assets, cash flow or
earning power is sold or transferred, each holder of a Right (except Rights
which previously have been voided as set forth above) 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. The events
set forth in this paragraph and in the second preceding paragraph are referred
to as the "Triggering Events."



         At any time after a person becomes an Acquiring Person and prior to
the acquisition by such person or group of fifty percent (50%) or more of the
outstanding Common Stock, the Board may exchange the Rights (other than Rights
owned by such person or group which have become void), in whole or in part, at
an exchange ratio of one share of Common Stock, or one one-hundredth of a
share of Preferred Stock (or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and privileges), per
Right (subject to adjustment).

         At any time until ten (10) days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of
$.01 per Right (payable in cash, Common Stock or other consideration deemed
appropriate by the Board). 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.

         Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company as set forth above.

         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; provided, however, that no amendment may be made
at such time as the Rights are not redeemable.

         A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Current Report on Form 8-K. A copy of
the Rights Agreement is available free of charge from the Company. This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.




Item 2.    Exhibits

Exhibit
Number              Description of Exhibit
- ------              ----------------------

    1               Rights Agreement, dated as of January 31, 1996, between
                    Ambac Financial Group, Inc. (formerly known as Ambac Inc.)
                    and Citibank, N.A., as Rights Agent, including the form of
                    Certificate of Designation, Preferences and Rights setting
                    forth the terms of the Series A Junior Participating
                    Preferred Stock, par value $0.01 per share, as Exhibit A,
                    the form of Rights Certificate as Exhibit B, and the
                    Summary of Rights to Purchase Preferred Stock as Exhibit
                    C. Pursuant to the Rights Agreement, printed Rights
                    Certificates will not be mailed until after the
                    Distribution Date (as such term is defined in the Rights
                    Agreement). (Incorporated by reference to Exhibit 1 to the
                    Original Form 8-A dated February 28, 1996.)

    2               Amendment No. 1 to the Rights Agreement, dated as of May
                    16, 2003, between Ambac Financial Group, Inc. and
                    Citibank, N.A., as Rights Agent.








                                   SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.


Dated:   May 21, 2003


                                     AMBAC FINANCIAL GROUP, INC.


                                     By:  /s/ Anne Gill
                                          ---------------------------
                                          Name:   Anne Gill
                                          Title:  First Vice President,
                                                  Secretary and Assistant
                                                  General Counsel

EX-2

                                                                     Exhibit 2

                    AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT


         Amendment No. 1 to the Rights Agreement, dated as of May 16, 2003
(the "Amendment"), by and between Ambac Financial Group, Inc. (formerly known
as Ambac Inc.), a Delaware corporation (the "Company"), and Citibank, N.A., a
national banking association, as Rights Agent (the "Rights Agent").

         WHEREAS, on January 31, 1996, the Company and the Rights Agent
entered into a Rights Agreement (the "Agreement");

         WHEREAS, pursuant to Section 27 of the Agreement, the Company has
determined to modify the terms of the Agreement in certain respects.

         NOW, THEREFORE, in consideration of the premises and mutual
agreements herein set forth, and intending to be legally bound hereby, the
parties hereto agree that the Agreement shall be and hereby is amended in the
following manner:

         Section 1. Amendment of Redemption and Termination Section. Section
23 of the Agreement is hereby amended by deleting subsection (c) thereof in
its entirety.

         Section 2. Amendment of Form of Rights Certificate. Exhibit B to the
Agreement is hereby amended to remove the following sentence from the sixth
paragraph thereof:

         The foregoing notwithstanding, the Rights generally may not be
redeemed for one hundred eighty (180) days following a change in a majority of
the Board as a result of a proxy contest.

         Section 3. Amendment of Summary of Rights to Purchase Preferred
Stock. Exhibit C to the Agreement is hereby amended by deleting the last
sentence of the ninth paragraph therein.

         Section 4. "Agreement" as Amended. The term "Agreement" as used in
the Agreement shall be deemed to refer to the Agreement as amended hereby, and
all references to the Agreement shall be deemed to include this Amendment.

                                      1


         Section 5. Effectiveness. This Amendment shall be effective as of the
date first written above, and except as set forth herein, the Agreement shall
remain in full force and effect and otherwise shall be unaffected hereby.

         Section 6. Counterparts. This Amendment may be executed in two or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and attested as of the date first written above.


                                    AMBAC FINANCIAL GROUP, INC.


                                    /s/ Phillip B. Lassiter
                                    -------------------------------------
                                    Name:  Phillip B. Lassiter
                                    Title: Chairman and Chief Executive Officer


                                    CITIBANK, N.A.


                                    /s/ Clifford A. Kendelhardt
                                    -----------------------------------
                                    Name:  Clifford A. Kendelhardt
                                    Title: Vice President


                                      2