FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SHOBACK ROBERT G 		2. Issuer Name and Ticker or Trading Symbol

AMBAC FINANCIAL GROUP INC [ ABK ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Senior Managing Director
(Last)          (First)          (Middle)

AMBAC FINANCIAL GROUP, INC., ONE STATE STREET PLAZA 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/7/2008
(Street)

NEW YORK, NY 10004
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock                  76061   D  
 
Common Stock                  3649   (1) I   Savings Plan Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Equity Units   (2)   (3) 3/7/2008     P     200       5/17/2011   (3) (4) 5/17/2011   (3) Common Stock     (3) (4) $50.00   200   D  
 

Explanation of Responses:
( 1)  Based on a plan statement as of February 29, 2008.
( 2)  Each Equity Unit consists of a purchase contract and a 5% undivided beneficial ownership interest in a $1,000 principal amount senior note.
( 3)  The purchase contract obligates the Reporting Person to purchase, and obligates Ambac to sell, on May 17, 2011, for $50 in cash, a number of newly issued shares of Ambac common stock determined as follows: (i) if the applicable market value of the common stock, determined by reference to the average of the volume weighted average prices per share of Ambac common stock over the 20-trading day period ending on the third trading day prior to May 17, 2011, is greater than or equal to $7.97, the settlement rate will be 6.2775 shares of common stock; (ii) if the applicable market value is less than $7.97, but greater than $6.75, the settlement rate will be a number of shares of common stock equal to $50 divided by the applicable market value; and (iii) if the applicable market value is less than or equal to $6.75, the settlement rate will be 7.4074 shares of common stock.
( 4)  Under certain circumstances, the Reporting Person may have the right to settle the purchase contract in cash on or prior to the second business day immediately preceding the purchase contract settlement date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SHOBACK ROBERT G
AMBAC FINANCIAL GROUP, INC.
ONE STATE STREET PLAZA
NEW YORK, NY 10004

Senior Managing Director

Signatures
Stacey B. Spain, Attorney-in-fact for Robert G. Shoback 3/10/2008
** 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 4(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.
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