Initial Statement of Beneficial Ownership


FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Expires: February 28, 2011
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Adams Diana

2. Date of Event Requiring Statement (MM/DD/YYYY)
6/9/2008 

3. Issuer Name and Ticker or Trading Symbol

AMBAC FINANCIAL GROUP INC [ABK]

(Last)        (First)        (Middle)

AMBAC FINANCIAL GROUP, INC., 1 STATE STREET PLAZA

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Senior Managing Director /

(Street)

NEW YORK, NY 10004       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   20199   (1) D  
 
Common Stock   408   (2) I   Savings Plan Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   1/22/2003   1/22/2009   Common Stock   7000   $58.93   D  
 
Employee Stock Option (Right to Buy)   1/16/2007   (3) 1/21/2010   Common Stock   7000   $56.14   D  
 
Employee Stock Option (Right to Buy)   5/15/2007   (4) 1/26/2011   Common Stock   4000   $73.71   D  
 
Employee Stock Option (Right to Buy)   1/26/2011   (5) 1/24/2012   Common Stock   4500   $79.30   D  
 
Employee Stock Option (Right to Buy)   5/22/2007   (6) 1/23/2013   Common Stock   4500   $74.43   D  
 
Employee Stock Option (Right to Buy)   1/29/2012   (7) 1/29/2014   Common Stock   5500   $87.27   D  
 
Employee Stock Option (Right to Buy)   1/28/2009   (8) 1/28/2015   Common Stock   13600   $11.13   D  
 

Explanation of Responses:
( 1)  Includes Restricted Stock Units ("RSUs") granted to the Reporting Person under the 1997 Equity Plan, as amended.
( 2)  Based on a plan statement as of June 11, 2008.
( 3)  3,500 shares exercisable became exercisable on February 9, 2004 and the remaining 3,500 shares became exercisable on January 16, 2007.
( 4)  Exercisable as follows: 2,000 shares became exercisable on May 15, 2007. The remaining 2,000 shares will be exercisable after the per share price of the Issuer's common stock is or exceeds $105.00 for 20 consecutive trading days on the NYSE. If all or a portion of the shares have not become exercisable by January 26, 2010, then such unexercisable amount shall become exercisable on January 26, 2010.
( 5)  Exercisable as follows: 2,250 shares after the per share price of the Issuer's common stock is or exceeds $100.00 for 20 consecutive days on the New York Stock Exchange (NYSE). The remaining 2,250 shares will be exercisable after the per share price of the Issuer's common stock is or exceeds $120.00 for 20 consecutive trading days on the NYSE. If all or a portion of the shares have not become exercisable by January 24, 2011, then such unexercisable amount shall become exercisable on January 24, 2011
( 6)  Exercisable as follows: 2,250 became exercisable on May 22, 2007. The remaining 2,250 shares will be exercisable after the per share price of the Issuer's common stock is or exceeds $107.00 for 20 consecutive trading days on the NYSE. If all or a portion of the shares have not become exercisable by January 23, 2012, then such unexercisable amount shall become exercisable on January 23, 2012.
( 7)  Exercisable as follows: 2,750 shares after the per share price of the Issuer's common stock is or exceeds $106.00 for 20 consecutive trading days on the New York Stock Exchange (NYSE). The remaining 2,750 shares will be exercisable after the per share price of the Issuer's common stock is or exceeds $125.00 for 20 consecutive trading days on the NYSE. If all or a portion of the shares have not become exercisable by January 29, 2012, then such unexercisable amount shall become exercisable on January 29, 2012.
( 8)  Exercisable as follows: 4,534 shares beginning on 1/28/2009; an additional 4,533 shares beginning on 01/28/2010; and an additional 4,533 shares beginning on 01/28/2011.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Adams Diana
AMBAC FINANCIAL GROUP, INC.
1 STATE STREET PLAZA
NEW YORK, NY 10004


Senior Managing Director

Signatures
Patricia LoCascio, Attorney-in-fact for Diana Adams 6/19/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

POWER OF ATTORNEY

I, DIANA ADAMS, do hereby nominate, constitute and appoint each of Anne Gill Kelly, Kevin J. Doyle, Marianna Blanch, Stacey B. Spain and Patricia Lo Cascio, as my true and lawful agent and attorney-in-fact, with full power and authority to act hereunder, in his or her discretion, in my name and on my behalf as fully as I could if I were present and acting in person, to make any and all required or voluntary filings under
Section 16(a) of the Securities Exchange Act of 1934,as amended (the "Exchange Act"), and the applicable rules and regulations thereunder, with the Securities and Exchange Commission, the New York Stock Exchange, Ambac Financial Group, Inc., a Delaware corporation (the "Company"), and any other person or entity to which such filings may be required under Section 16(a) of the Exchange Act as a result of my service as an officer of the Company or beneficial ownership (within the meaning of Section 16(a) of the Exchange Act) of more than ten percent of any class of equity securities of the Company.

I hereby consent to, ratify and confirm all that each said attorney-in-fact shall do or cause to be done by virtue of this Power of Attorney. I hereby acknowledge that each attorney-in-fact, in serving in such capacity at my request, is not assuming, nor is the Company assuming, any of my responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect from this date forward for so long as I am an officer or director of the Company and for such time thereafter as may be necessary to make any such filings or until revoked or modified by me. I hereby revoke all prior powers of attorney relating to the foregoing acts.

IN WITNESS WHEREOF, I have hereunto signed my name this 22nd day of May 2008.

/s/ Diana Adams
DIANA ADAMS