SHOBACK ROBERT G - 4 filing on 2008-03-10

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SHOBACK ROBERT G

(Last)

(First)

(Middle)

AMBAC FINANCIAL GROUP, INC.

ONE STATE STREET PLAZA

(Street)

NEW YORK

10004

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2008

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								76,061	D
Common Stock								3,649⁽¹⁾	I	Savings Plan Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Equity Units⁽²⁾	⁽³⁾	03/07/2008		P		200		05/17/2011⁽³⁾⁽⁴⁾	05/17/2011⁽³⁾	Common Stock	⁽³⁾⁽⁴⁾	$50	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.

Remarks:

	Stacey B. Spain, Attorney-in-fact for Robert G. Shoback	03/10/2008
	** 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).
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