UNITED STATES

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): ~~September~~November 175, 2013

AMBIENT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	~~001~~0-~~35259~~23723	98-0166007
(State or other jurisdiction	(Commission File Number)	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)		Identification No.)

7 WELLS AVENUE, SUITE 11, NEWTON, MASSACHUSETTS, 02459

(Address of principal executive offices, including Zip Code)

617- 332-0004

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 5 -– CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnEffective ~~September~~November 175, 2013, ~~Shad L. Stastney resigned from his position as a director of~~ Ambient Corporation (the “Company”), ~~which resignation was~~ accepted by the ~~Company’s~~resignation ~~board~~ of ~~directors~~Stacey onFitzgerald ~~September~~as ~~17,~~Chief ~~2013~~Financial Officer.

A John ~~press~~J. ~~release~~Joyce, ~~dated~~the ~~September~~Company’s ~~19,~~Chief ~~2013~~Executive Officer, ~~disclosing~~will assume the ~~resignation~~duties of principal financial and accounting officer on an interim basis while the Company initiates the search for a successor Chief Financial Officer. Information about Mr. ~~Stastney~~Joyce’s asbusiness abackground ~~director~~and ofcompensation arrangements are contained in the Company’s isProxy ~~attached~~Statement ason ~~Exhibit~~Schedule ~~99.1~~14A filed with the Securities and isExchange ~~furnished~~Commission ~~herewith~~on April 24, 2013.

SECTION 9 -– FINANCIAL STATEMENTS AND EXHIBITS

~~Item~~ITEM 9.01 ~~Financial~~FINANCIAL ~~Statements~~STATEMENTS ~~and~~AND ~~Exhibits~~EXHIBITS.

(d) Exhibits

Exhibit No.		Exhibit Description
99.1		Press release issued by Ambient Corporation dated as of September 19, 2013.

None

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 hereunto duly authorized.

	AMBIENT CORPORATION
Dated: September 19, 2013	By:	/s/ John J. Joyce
Dated: November 7, 2013	By:	/s/ John J. Joyce
		John J. Joyce
		Chief Executive Officer

Exhibit Index

Exhibit No.		Exhibit Description
99.1		Press release issued by Ambient Corporation dated as of September 19, 2013.

Filing Compare · AMBIENT CORP /NY