SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Adams Diana

(Last)

(First)

(Middle)

AMBAC FINANCIAL GROUP, INC.

1 STATE STREET PLAZA

(Street)

NEW YORK

10004

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/09/2008

3. Issuer Name and Ticker or Trading Symbol
AMBAC FINANCIAL GROUP INC [ ABK ]

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

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	20,199⁽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 Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	01/22/2003	01/22/2009	Common Stock	7,000	$58.93	D
Employee Stock Option (Right to Buy)	01/16/2007⁽³⁾	01/21/2010	Common Stock	7,000	$56.14	D
Employee Stock Option (Right to Buy)	05/15/2007⁽⁴⁾	01/26/2011	Common Stock	4,000	$73.71	D
Employee Stock Option (Right to Buy)	01/26/2011⁽⁵⁾	01/24/2012	Common Stock	4,500	$79.3	D
Employee Stock Option (Right to Buy)	05/22/2007⁽⁶⁾	01/23/2013	Common Stock	4,500	$74.43	D
Employee Stock Option (Right to Buy)	01/29/2012⁽⁷⁾	01/29/2014	Common Stock	5,500	$87.27	D
Employee Stock Option (Right to Buy)	01/28/2009⁽⁸⁾	01/28/2015	Common Stock	13,600	$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.

Remarks:

	Patricia LoCascio, Attorney-in-fact for Diana Adams	06/19/2008
	** 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 Number.