ABK Ambac Financial Grp. Common Stock

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 5, 2008 (December 2, 2008)

AMBAC FINANCIAL GROUP, INC.

(Exact name of Registrant as specified in its charter)

One State Street Plaza, New York, New York 10004

(Address of principal executive offices) (Zip Code)

(212) 668-0340

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On December 3, 2008, Ambac Assurance Corporation (“Ambac Assurance”), a subsidiary of Ambac Financial Group, Inc. (the “Company”), sent put exercise notices to each trust created as a vehicle for providing capital support to Ambac Assurance under the contingent capital facility described in the Company’s Annual Report on Form 10-K under “Item 1. Business—Capital and Capital Support.” As a result, Ambac Assurance will issue to such trusts a total of 32,000 of its Auction Market Preferred Shares. Ambac Assurance will receive from such trusts approximately $800 million in eight equal payments of approximately $100 million each, on eight different settlement dates, with the first settlement date planned to occur on December 10, 2008 and the final settlement date planned to occur on January 2, 2009. Ambac Assurance is exercising the put in order to enhance liquidity at Ambac Assurance.

On December 2, 2008, the Board of Directors of the Company voted to eliminate its regular quarterly dividend, which most recently had been set at $0.01. This action, which will preserve cash at the parent company amounting to approximately $11.5 million annually, was taken in order to support Company’s goal of preserving parent company liquidity.

The information in Item 7.01 of this report is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Item 7.01 of this report will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1934, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company, that the information in this report is material or complete or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.

Certain statements in this document and the exhibits are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors. More information about these factors is contained in Ambac’s filings with the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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