Ambac Withdraws Shelf Registration (ABK)

Ambac Financial Group, Inc. (NYSE: ABK) has  telegraphed filing with deep implications.  The company withdrew its earlier shelf registration statement with the SEC that would have allowed it to sell mixed securities.  This time it appears to be a technicality rather than a telegraph of something great or something ominous.  It turns out that because it did not file its 2009 annual report by the required deadline, Ambac is not eligible to issue securities under its filing.

Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), Ambac Financial Group, Inc. (the “Registrant”), on its own behalf, hereby requests the withdrawal of its Registration Statement on Form S-3 (File No. 333- 158341) filed with the Securities and Exchange Commission (the “Commission”) on April 1, 2009, together with all exhibits thereto (the “Registration Statement”). As a result of the Registrant not filing its Annual Report on Form 10-K for the fiscal year ended December 31, 2009 by the required deadline, currently the Registrant is not eligible to issue securities pursuant to a registration statement on Form S-3.

In accordance with Rule 457(p) under the Securities Act, the Registrant requests that all fees paid on its behalf to the Commission in connection with the filing of the Registration Statement be credited to the Registrant’s account for future use by the Registrant. It is our understanding that this application for withdrawal of the Registration Statement will be deemed granted on the date that it is filed with the Commission unless, within fifteen (15) days after such date, the Registrant receives notice from the Commission that this application will not be granted.

Shares have been trading up and down in recent days, with today’s move a drop of 8.5% at $0.49 on light trading volume.

JON C. OGG