<PAGE>

                                  FORM 10-K

                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

(Mark One)

[XX]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended     December 31, 1998
                              -----------------

                              OR

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
         THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from            to
                              ------------  ------------
Commission File Number 1-9137

                      ATALANTA/SOSNOFF CAPITAL CORPORATION
             (Exact name of registrant as specified in its charter)

          Delaware                                    13-3339071
-------------------------------           -----------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

101 Park Avenue, New York, New York                          10178
(Address of principal executive officers)                  (zip code)

(Registrant's telephone number, including area code)     (212) 867-5000

Securities registered pursuant to Section 12(b) of the Act:

                                                Name of Each Exchange on
        Title of Each Class                     Which Registered

Common Stock, par value $.01 per share              New York Stock Exchange
--------------------------------------              -----------------------

Securities registered pursuant to Section 12 (g) of the Act:

                                NONE
                                ----
                          (Title of Class)


<PAGE>



Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

         YES    X                   NO
            ---------                 ---------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

Number of shares of common stock *
outstanding at March 23, 1999:  9,338,401

* (voting; only class outstanding)

Aggregate market value of voting and
non-voting common equity held by non-
affiliates, as of March 23, 1999:  $13,850,865

Documents  incorporated by reference:  Proxy  Statement for the 1999 Annual 
Meeting of  Stockholders  (incorporated in part in Form 10-K, Part III)

Exhibit Index is located on page 30.


<PAGE>


                SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

         Certain statements in this Annual Report on Form 10-K under the
captions "Business" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations", and elsewhere in this Report constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward looking statements involve known and
unknown risks, uncertainties and other factors, which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among others, the
following: general economic and business conditions; the loss of, or the failure
to replace, any significant clients; changes in the relative investment
performance of client or firm accounts and changes in the financial marketplace,
particularly in the securities markets. These forward-looking statements speak
only as of the date of this Annual Report. The Company expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in the
Company's expectations with regard thereto or any change in events, conditions
or circumstances on which any such statement is based.

                                        2

<PAGE>



                                     PART I

Item 1.       Business

General

     Atalanta/Sosnoff Capital Corporation, a New York Stock Exchange listed
company, through its operating subsidiaries, Atalanta/Sosnoff Capital
Corporation (Delaware) ("Capital") and Atalanta/Sosnoff Management Corporation
("Management"), provides discretionary investment management, brokerage and
other related services. The term "Company" as used herein refers to
Atalanta/Sosnoff Capital Corporation and its subsidiaries. Capital and
Management are both registered investment advisors. Management is also 
registered as a broker-dealer.

Client Relationships

     General. Investment management clients include corporate and public
retirement plans, endowments, charitable and religious organizations, and
individuals in both taxable and tax-exempt accounts. The Company manages
accounts of its clients under investment advisory agreements. These agreements
are generally terminable upon short notice and provide for compensation based on
the market value of the client assets under management. Generally, annual
institutional account fees are 1% of assets under management, and, for larger
accounts, may include performance fees or reductions in fees on incremental
assets to as low as 0.2%. Individual and smaller institutional account fees are
generally 1% of assets under management. Some institutional account clients have
consented to the use of the Management as broker for certain portfolio
transactions. The Company generally requires that individual and smaller
institutional account clients use Management as broker.

     The largest single client generated approximately 3.7% of the Company's
total revenues for the year ended December 31, 1998. The Company's ten largest
clients, as of December 31, 1998, accounted for approximately 25% of total
revenues for the year then ended.

     Assets under management decreased 10% in 1998, from $2.68 billion at
December 31, 1997 to $2.41 billion at December 31, 1998. This decline is
primarily the result of net cash outflows in client accounts totaling $874
million in 1998, partially offset by strong performance results. See
"Institutional Clients" on page 4 for further discussion. For a discussion of
this development, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Financial Summary and Assets under
Management."

     The following table depicts assets under management at the last three
year-ends by type of client:


                                               ($ millions)

                                     1998            1997           1996
                                     ----            ----           ----
Institutional                      $1,963          $2,355         $2,421

High Net Worth                        315             198            200

Investment Partnerships                81              72             50

Wrap                                   41             57              92

Mutual Fund                            10             n/a            n/a
                                   -------        -------        -------

         Totals                     $2,410         $2,682         $2,763
                                    ======         ======         ======


                                       3


<PAGE>



     Institutional Clients. Capital manages accounts of institutional clients
with assets under management of approximately $1.96 billion as of December 31,
1998, compared with $2.36 billion at the end of 1997, and $2.42 billion at the
end of 1996. Investment performance in 1998 was strong on an absolute and
relative basis for equity, balanced and fixed income accounts. Underperformance
concerns (from 1996 primarily) on the part of consultants caused some large
institutional clients to close their accounts in the 1996-1998 period, while
others took cash away. The following table shows the types of institutional
clients whose assets are managed by Capital and, for each type, the assets under
management as of December 31, 1998:

                                            Dollars in
          Type of Account                    Millions              % of Total
          ---------------                    --------              ----------
          
          Corporate employee
          benefit plans                        $380                   19%

          Not-for-profit
          organizations                         365                   19

          Jointly-trusteed
          collective bargaining
          employee plans                        605                   31

          Governmental employee
          benefit plans                         420                   21

          Taxable                               193                   10
                                            -------                 ----

          Total                              $1,963                  100%
                                             ======                  ===


     Net outflows in client accounts slowed significantly over the last six
months of 1998, and the Company believes its managed asset base has stabilized.
While the Company's performance and peer group rankings improved in 1998, it
will take at least another year of strong performance results before the Company
can expect to add meaningful new institutional assets.

     High Net Worth ("HNW") Clients. Since 1984, Management has managed assets
of individual and smaller institutional accounts. Assets under management in
this HNW business increased 59% during 1998, from $198 million at December 31,
1997 to $315 million at December 31, 1998. This increase is primarily the result
of the Company agreeing to manage and service certain accounts (the "SVP
Accounts") previously managed exclusively by a Senior Vice President of
Management, Mr. William M. Knobler. These accounts were previously excluded from
assets under management.

     Effective October 1, 1998, the Company entered into a new facilities
agreement with the SVP for the period ending December 31, 2000 under which the
SVP is relinquishing over time the exclusive right to receive the net operating
earnings generated by the investment management and brokerage services provided
to the SVP Accounts to the Company.

                                       4

<PAGE>



     Pursuant to this Agreement, the Company will make payments to the SVP in
three installments in January of 1999, 2000 and 2001 based upon a multiple of
annualized revenues of the SVP Accounts in the fourth quarter of 1998, 1999 and
2000, respectively. The Company estimates that the related compensation expense
will total approximately $3 million, based on the SVP Accounts' current asset
value, and will be recognized ratably as compensation expense over the term of
the arrangement.

     Additionally, the SVP's compensation related to the pre-tax operating
income generated by the SVP Accounts will decline from 100% in the twelve-month
period ended September 30, 1998, to 50% in the comparable 1999 period, and to
25% in the comparable 2000 period. The SVP will be required to remain an
employee of the Company through 2000, and may remain an employee or consultant
thereafter.

     Pursuant to this Agreement, in the fourth quarter of 1998 $375,000 of
compensation expense was recorded.

     Wrap Accounts. The Company manages $41 million of accounts custodied at and
sponsored by various brokerage firms (i.e. "Wrap" accounts) at December 31,
1998, compared with $57 million at the end of 1997. The decline in these
accounts is primarily due to performance concerns in 1996.

     Company-Sponsored Investment Partnerships. Capital is the general partner
of three investment limited partnerships and the investment manager of an
offshore investment fund, all with different investment objectives and client
profiles, with total aggregate assets of $81 million at December 31, 1998.
Capital receives a basic management fee from each entity at an annual rate of 1%
of total assets. The agreements contain various provisions regarding the bearing
of expenses by each of the entities. One of the partnerships and the offshore
fund, both formed in 1997, are charged by Capital a 20% incentive fee of net
profits earned.

     Mutual Fund. In June, 1998 the Company started its first mutual fund, the
Atalanta/Sosnoff Fund. Capital acts as the investment advisor to the Fund, and
Management acts as its distributor. The Company invested $9.1 million in the
Fund and, at December 31, 1998, the market value of the Fund totaled $10
million. Capital earns an advisory fee of .75% per annum on the Fund, but the
Fund is currently waiving that fee and the Company does not expect to begin to
collect an advisory fee until the Fund's assets reach approximately $20 million.

Investment Management and Research

     The Company currently manages over $2.4 billion in equity, balanced and
fixed income accounts for corporations, public funds, Taft-Hartley clients,
foundations, charitable organizations and individuals. Institutional clients are
the source of 82% of total managed assets. The Company's subsidiaries have been
registered as investment advisors since 1982 (Capital) and 1984 (Management).
Institutional clients are managed by Capital. High Net Worth clients are managed
by Management, and it also provides brokerage services to some of its advisory
clients and to certain of Capital's clients.

     The Company's investment philosophy seeks to identify companies that are
entering into a cycle of accelerating earnings momentum. Clients retain the
Company primarily as a domestic large-cap core equity manager.

     The Company's equity methodology focuses on two levels: thematics and stock
selection. Through its Investment Policy Committee, composed of Martin T.
Sosnoff, Craig B. Steinberg and Paul P. Tanico, the Company seeks to identify
change at the margin. Major themes unfold during economic cycles. They embrace
geopolitical realignments, and changes in government regulation and Federal
Reserve Board policy emphasis.

                                       5

<PAGE>



The process seeks to identify and overweight "event-driven" companies and
sectors with benevolent product profile cycles and accelerating earnings. The
Company believes that the vision and motivation of management are common
critical variables in outperformance. The Company's methodology is biased toward
management with meaningful equity participation.

     The two principals, Martin T. Sosnoff and Craig B. Steinberg, have worked
together in the investment arena for more than 13 years. The continuity of the
team and its years of experience are critical elements in managing investments.
The portfolio managers are all experienced research analysts. Portfolio
decisions are implemented on behalf of all the Company's clients, subject to
individual client guidelines, restrictions and cash flows.

     In August,  1997 the Company  terminated  without cause the employment of 
its former President,  Mr. Robert J. Kobel. Mr. Kobel was a principal in the 
firm and also a member of the  Investment  Policy  Committee.  In September,  
1997,  Mr. Paul P. Tanico  rejoined the Company as Executive Vice President,  
Portfolio  Manager,  and a member of the Investment  Policy  Committee.  Mr. 
Tanico has worked for the Company for a total of five years, the last time being
in 1991.

     The Company's Investment Policy Committee, headed by Mr. Sosnoff as Chief
Investment Officer, is responsible for managing the portfolios of the Company's
clients. All members of the Committee participate in the management of all
accounts, except the accounts managed directly by Mr. Knobler. When requested,
Mr. Knobler participates in the Investment Policy Committee process on an ad hoc
basis. Each client portfolio is comprised of securities selected by the
Committee, subject to risk tolerances, concentration limits, leverage policies
and other restrictions determined by each client with, in certain cases, the
assistance of the Company. Mr. Sosnoff has managed money since the late-1960's
through several market cycles. Throughout that time, Mr. Sosnoff has applied a
consistent investment style and philosophy to the management of client accounts.

     The Company believes that, in addition to performance, client service is
paramount in the money management business. Portfolio managers are particularly
attuned to the needs of the Company's clients. The Company believes that its
consistent investment style since inception and continued emphasis on frequent
communication with clients distinguishes it from other managers.

     The Company's mission is to maintain a top quartile performance ranking
year over year, cycle over cycle and decade over decade. However, due to
performance results for clients significantly below relevant benchmarks in 1996,
the Company's current three and five year peer group rankings are very low.
Strong absolute and relative performance results in 1998 have begun to improve
the peer group rankings, but at least another year of good results is necessary
for marketing activity to show significant success.

Marketing and Business Development

     Institutional Account Marketing. The Company's institutional clients
generally allocate their assets among several investment managers and may change
the allocation from time to time. In addition, clients allocate their assets
among various market sectors and types of investments, and may change these
allocations in response to prevailing market conditions or changes in the
client's investment objectives.

                                       6

<PAGE>



     Net withdrawals from institutional client accounts totaled $909 million in
1998, compared with net withdrawals of $624 million in 1997 and net withdrawals
of $1,166 million in 1996. The Company believes that these net withdrawals are
primarily the result of performance concerns. The Company does not believe its
institutional marketing efforts will add significant new assets for at least
another year, provided investment performance results remain strong.

     High Net Worth ("HNW"). Individual and smaller institutional client
portfolios are managed on the same basis as the management of the accounts of
institutional clients. Account service representatives assist new clients in
determining appropriate risk tolerances, concentration limits, leverage policies
and other restrictions, and provide ongoing account servicing to existing
clients. Net additions to HNW client accounts totaled $70 million in 1998,
compared with net withdrawals of $43 million in 1997 and net withdrawals of $12
million in 1996. The Company believes that the net withdrawals are primarily the
result of performance concerns. The 1998 net increase is due to $110 million of
SVP accounts now accounted for in the client asset base of the Company (as
previously discussed), partially offset by net withdrawals in existing accounts
totaling $40 million. The Company has devoted additional resources to this
market going forward.

     Wrap Market. The Company began to focus some of its marketing efforts in
1993 on the managed account ("Wrap") programs offered by certain large financial
services firms. As of December 31, 1998, $41 million was under management from
such programs, compared with $57 million at the end of 1997 and $92 million at
the end of 1996. The Company believes this reduction is due to performance
concerns from 1996. The Company believes this business represents an efficient
means to gather assets, and is optimistic about its future growth, subject to
performance considerations. The Company has also devoted additional resources to
this market going forward.

     Investment Partnerships. At December 31, 1998 the Company was the general
partner of and managed $81 million in three limited partnership vehicles,
primarily for the benefit of high net worth individuals as limited partners. Two
of the partnerships, Atalanta Partners, L.P. and Atalanta Variable Fund, L.P.,
have been managed by Mr. Martin T. Sosnoff since the late 1960's.

     The other limited  partnership is the Company's hedge fund, Sabre Partners,
L.P., which began in 1997 and is primarily  managed by Mr. Craig B. Steinberg.

     Mutual Fund. The Company began its first mutual fund in 1998, the
Atlanta/Sosnoff Fund. The Company invested $9.1 million in this Fund and expects
to market it directly to certain of its current clients and prospects, as well
through several no-transaction-fee programs sponsored by large financial
services companies.

Competition

     The investment management business is highly competitive. The Company
competes with numerous investment management firms having varying investment
methods and philosophies. In addition to competition from other discretionary
investment managers, the Company, particularly in its individual and smaller
institutional account business, competes with investment alternatives offered by
mutual funds, insurance companies, banks, securities dealers and other financial
institutions. Also, the allocation by many clients of assets away from active
equity investment has enhanced the ability of firms offering non-equity products
and passive equity management which the Company does not offer, including much
larger firms with diversified product lines, to compete with the Company.

                                       7

<PAGE>



     The Company's performance results since inception rank above the median
among peer group money managers. However, due to the 1996 underperformance in
client accounts previously discussed, the Company's current peer group rankings
are low for periods up to and including the last three years. Because of
excellent performance results in 1998, the Company's one year ranking is very
good. The Company believes that the most important factors affecting its
capacity to compete for new business will be a return to sustained top quartile
investment performance results, perceived quality and productivity of investment
professionals, as well as a continued commitment to a strong marketing effort
and an exemplary level of client service.

     Most prospective clients perform a thorough review of the investment
manager's background, investment policies and performance before committing
assets to that manager. In many cases, prospective clients invite a number of
competing firms to make presentations. The process of obtaining a new
institutional client typically takes from 12 to 18 months from the time of the
initial contact.

     The Company believes it has the capacity to continue to increase the number
of client accounts under management without significant increases in fixed costs
or personnel and without adversely affecting the quality of service to existing
clients. The Company has continued to implement enhancements to its proprietary
computerized portfolio accounting, allocation and monitoring systems to enable
it to more efficiently manage client accounts.

Brokerage

     Many of the Company's clients use Management as broker for their account
transactions, to the extent consistent with the client's best interests and as
permitted by applicable law. As of December 31, 1998, some of Capital's
institutional clients, accounting for approximately $680 million (34%) in
institutional assets under management, have consented to the use of Management
as broker. The use of Management as broker is an integral part of the services
offered to substantially all of Management's HNW clients (except for those
accounts obtained through Wrap programs). Management also provides brokerage
services to the Company's officers and employees.

     Management clears and carries all accounts on a fully-disclosed basis
through Bear, Stearns Securities Corp. ("Bear Stearns"). Under these
arrangements, Bear Stearns performs administrative functions, such as record
keeping, confirmation of transactions and preparation and transmission of
monthly statements. Bear Stearns also extends margin credit to Management's
brokerage customers.

     As a member firm of both the New York Stock  Exchange,  Inc.  ("NYSE")  
and the Chicago  Board  Options  Exchange,  Inc.  ("CBOE"), Management  owns a
seat on each  Exchange.  These  seats are  leased at market  rates to  others, 
and lease  rentals  for 1998  totaled $248,000.

Employees

     At December 31, 1998, the Company employed 39 persons on a full-time basis,
comprised of 3 senior executives, 6 research, 6 sales, 9 client service, 9
operations, accounting and systems, 2 trading and 4 administrative or
secretarial positions. The Company considers its employee relations to be good.

                                       8

<PAGE>



     Sales personnel receive additional compensation based upon the advisory
fees of clients which they were responsible for successfully soliciting on
behalf of the Company. In addition, the Company has entered into agreements with
various sales personnel which, among other things, limit the extent to which
such personnel may solicit clients of the Company if their employment is
terminated. Some of these agreements provide that, in certain circumstances, an
employee, in the event of termination, may continue to receive a percentage of
fees received by the Company from clients solicited by that employee. The
amounts payable with respect to these salespersons' agreements are not expected
to be material.

Regulation

     The securities industry in the United States is subject to extensive
regulation under both Federal and state laws. Management is registered as a
broker-dealer and investment advisor with the Securities and Exchange Commission
("SEC"), and Capital is registered as an investment advisor with the SEC.
Management's brokerage operations are also subject to regulation by
self-regulatory organizations, including the National Association of Securities
Dealers, Inc., the NYSE, and the CBOE. Securities firms are also subject to
regulation by state securities administrators in the states in which they
conduct business. The Company's subsidiaries are registered as a broker-dealer
and/or investment advisor in all 50 states.

     Broker-dealers and investment advisors are subject to regulation covering
virtually all aspects of their business. Additional legislation, changes in
rules promulgated by the SEC and self-regulatory organizations, or changes in
the interpretation or enforcement of existing laws and rules, may directly
affect the mode of operation and profitability of the Company. The SEC,
self-regulatory organizations and state securities commissions conduct routine
inspections of the Company's businesses and may conduct administrative
proceedings which can result in censure, fine, suspension or expulsion of a
broker-dealer or an investment advisor, and/or their officers or employees in
the event of violations of the laws and regulations they administer.

     The Company's investment advisory agreements with its clients provide that
they may not be assigned without the consent of the client. "Assignment" is
defined in the Investment Advisers Act of 1940 to include the direct or indirect
transfer or hypothecation of a controlling block of the Company's voting
securities. Martin T. Sosnoff, Chairman of the Board of the Company, owns
approximately 75% of the NYSE listed company, Atalanta/Sosnoff Capital
Corporation (the "Holding Company"), which directly or indirectly owns Capital
and Management, both of which are registered investment advisors. Accordingly,
the voluntary transfer (by sale, merger or other disposition) or involuntary
transfer (by death or disability) by him of a controlling block of the Holding
Company's securities would result in such an "assignment" requiring client
consent. Although no assurance can be given in these circumstances, the Company
believes it would be able to retain its existing client base. The Company's
Certificate of Incorporation contains provisions intended to preclude the
possibility that the accumulation by third parties of a substantial position in
the Company's Common Stock would be deemed an "assignment" of the Company's
advisory agreements.

     Many of the Company's clients are subject to the Employee Retirement Income
Security Act of 1974 ("ERISA"). The accounts of these clients are subject to a
number of ERISA provisions governing, among other things, fiduciary obligations
and permissible investments and investment methods.

                                       9

<PAGE>



     As a member firm of the NYSE, Management is required under the rules of the
NYSE to maintain minimum net capital at all times equal to at least $250,000. In
addition, Management's ratio of aggregate indebtedness to net capital may not
exceed 15 to 1, and equity capital may not be withdrawn, or dividends paid, from
Management if the resulting ratio of aggregate indebtedness to net capital would
exceed 10 to 1. Management's minimum net capital requirement as of December 31,
1998 was $250,000; it had net capital at such date of $9.2 million, and a ratio
of aggregate indebtedness to net capital of 0.08 to 1.

Item 2.        Properties.

     The Company occupies office space at 101 Park Avenue, New York, New York
under a lease which term expires on August 29, 2002.

Item 3.        Legal Proceedings.

     There are no legal proceedings to which the Company or any of its property
is subject which, in the opinion of the Company's management, would have a
material adverse effect upon the Company's business or operations.

Item 4.        Submission of Matters to a Vote of Security Holders.

     There were no matters submitted to a vote of security holders during the
fourth quarter of 1998.


                                       10
<PAGE>




                                     PART II

Item 5.        Market for the Registrant's Common Equity and Related 
               Stockholders Matters.

     The Company's common stock is listed on the NYSE under the trading symbol
"ATL." The following table sets forth for the quarters indicated, the high and
low closing sales prices of the common stock, as reported on the New York Stock
Exchange Composite Transactions Tape, together with special dividends declared
each year.

<TABLE>
<CAPTION>


                                            1998                  1997                      1996
      Quarter Ended                  High         Low       High         Low           High        Low
      -------------                  ----         ---       ----         ---           ----        ---

      <S>                           <C>         <C>         <C>        <C>            <C>         <C>
      March 31                      $11.81      $8.56       $8.88      $8.25          $13.88      $9.00
      June 30                        10.88       9.50       11.38       8.75           10.50       9.38
      September 30                    9.88       7.63       13.13      11.13           10.00       7.50
      December 31                     9.00       7.00       12.06      11.38            9.63       8.00
      Special Dividends
        Declared                           $.25                   $.20                      $.15

</TABLE>

 
     The approximate number of record holders of common stock was 65 on December
31, 1998.

     The Company's Board of Directors will periodically review the Company's
earnings, liquidity and anticipated cash needs and, subject to these
considerations, it may consider the payment of dividends in the future.

     For information with respect to stock and option awards made during 1998,
see "Executive Compensation" and "Stock Option and Long Term Incentive Plans" in
the Company's Proxy Statement for its 1999 Annual Meeting of Stockholders,
incorporated by reference in Item 11 of Part III of this Annual Report on Form
10-K. Shares of common stock awarded in 1997 under the Long Term Incentive Plans
were issued to senior executives of the Company without registration under the
Securities Act of 1933 in reliance on the exemption therefrom in Section 4(2)
thereof for transactions not involving a public offering.

                                       11

<PAGE>



Item 6.    Selected Financial Data

<TABLE>
<CAPTION>

                                               SELECTED FINANCIAL DATA
                                                   FIVE YEAR REVIEW
 
(dollars and shares in thousands,
except per share amounts)                           1998              1997            1996              1995           1994
                                                 ----------        ----------      ----------        ----------      ---------
<S>                                              <C>               <C>            <C>                <C>            <C>
Summary of Operations:
Net income                                       $     7,784       $     9,849     $      8,802      $     10,048    $    5,775
         Per share - diluted                     $       .81       $      1.08     $       1.00      $       1.14    $      .65
                    - basic                      $       .81       $      1.09     $       1.00      $       1.14    $      .65

Operating revenues                               $    16,980       $    18,829     $     20,759      $     20,049    $   17,433
Operating expenses                               $    13,609       $    13,707     $     12,022      $     12,381    $   11,583
Operating income                                 $     3,371       $     5,123     $      8,737      $      7,668    $    5,850
Operating margin                                         20%               27%              42%               38%           34%

Per employee:
         Operating revenues                      $       435       $       471     $        472      $        477    $      371
         Operating expenses                      $       349       $       343     $        273      $        295    $      247
         Operating income                        $        86       $       128     $        199      $        183    $      124

Net interest and dividend income                 $     1,557       $     2,997     $      1,843      $      1,881    $    1,330
Net realized and unrealized
  gains from investments                         $     8,767       $     9,854     $      4,783      $      7,985    $    3,391

Return on average equity                                 10%               15%              15%               20%           13%

Yearend Position:

Total assets                                     $    90,686       $    75,413     $     64,696      $     58,497    $   47,329
Shareholders' equity                             $    82,022       $    70,556     $     61,628      $     54,517    $   44,340
Book value per share                             $      8.78       $      7.36     $       6.99      $       6.19    $     5.03
Cash dividends declared per share                $       .25       $       .20     $        .15               .15    $      .15
Common stock, shares outstanding                       9,338             9,587            8,812             8,812         8,812

Number of employees                                       39                40               44                42            47

Assets under management (millions)               $     2,410       $     2,682     $      2,763      $      3,611    $    2,754

Average assets under management
(millions)                                       $     2,402       $     2,804     $      3,219      $      3,267    $    2,703
Percentage of average assets:
         Operating revenues                             .71%              .67%             .64%              .61%          .65%
         Operating expenses                             .57%              .49%             .37%              .38%          .43%
         Operating income                               .14%              .18%             .27%              .23%          .22%


</TABLE>

                                       12


<PAGE>



Item 7.    Management's Discussion and Analysis of Financial Condition and 
           Results of Operations


Financial Summary

     Investment performance, over 31% for equity clients in 1998, was strong on
an absolute and relative basis and continued the improvement since 1996. Our
peer group ranking continued to improve - from the 90th percentile in 1996, to
above median in 1997, to top quartile in 1998. 1996 and 1997 underperformance
concerns led to net client outflows of $874 million in 1998. However, managed
assets declined by only 10% in 1998 because of strong performance results.
Income before taxes declined 24% in 1998, based on a 20% decrease in other
income, and weaker operating results as compared with 1997.

     Earnings per share totaled $.81 in 1998, compared with $1.08 in 1997 and
$1.00 in 1996 (all earnings per share amounts represent diluted earnings per
share). Net income was $7.8 million in 1998, compared with $9.8 million in 1997
and $8.8 million in 1996. Operating income was $3.4 million in 1998, compared
with $5.1 million in 1997 and $8.7 million in 1996, owing to the decline in
managed assets over the last three years. The operating margin was 20% in 1998,
compared with 27% in 1997 and 42% in 1996.

     During 1998, the Company recorded $2.25 million of non-cash compensation
charges ("NCCC") related to awards of restricted stock in 1997, compared with
$563,000 in 1997 (see Note 10 to the audited financial statements). In the
fourth quarter of 1998, the Company also recorded $375,000 of compensation
expenses related to a Senior Vice President's relinquishment of the exclusive
right to receive the net operating earnings attributable to certain managed
accounts (the "SVP Accounts" - see Note 6 to the audited financial statements)
to the Company. Net income before these two charges totaled $9.3 million in
1998, or $.97 per share.

     During 1997, special charges (classified in both separation costs and
general and administrative expenses) totaling $1.9 million ($.12 per share after
taxes) were charged to operations owing to the termination without cause of the
Company's former president ($1.4 million) and the costs incurred by the Company
associated with an abandoned effort to take the Company private. Net income
before special charges totaled $10.9 million in 1997, or $1.20 per share.

     Excluding these charges in 1998 and 1997 (see table below),  operating 
income totaled $6.0 million (35% margin) in 1998, and $7.6 million (40% margin) 
in 1997.

<TABLE>
<CAPTION>

              Operating Income                                                ($000)

                                                                   1998             1997              1996
                                                                   ----             ----              ----
       <S>                                                        <C>              <C>               <C>
              Operating income, reported                          $3,371           $5,123            $8,737
              Adjustments:
                 Non-cash compensation charges                     2,250              563               ---
                 SVP account charges                                 375               --               ---
                 1997 special charges                                ---            1,892                --
                                                                  ------            -----            ------
              Operating income, adjusted                          $5,996           $7,578            $8,737
                                                                  ======           ======            ======

</TABLE>
                                       13
<PAGE>

     Assets under management declined $272 million (10%) in 1996 to $2.41
billion at year-end. Average assets under management totaled $2.40 billion in
1998, compared with $2.80 billion in 1997, and $3.22 billion in 1996.

     Operating revenues totaled $17.0 million in 1998, compared with $18.8 
million in 1997 and $20.8 million in 1996,  reflecting the declining levels of 
managed assets over those periods.

     Cash, cash equivalents and marketable securities totaled $78 million at
December 31, 1998, compared with $67 million a year ago. Book value per share
grew 19% to total $8.78 at December 31, 1998, compared with $7.36 at the end of
1997.

Assets Under Management

     Managed  assets  totaled $2.41 billion at the end of 1998,  compared with
$2.68 billion at the end of 1997 and $2.76 billion at the end of 1996, broken 
down as follows:

<TABLE>
<CAPTION>

                                                                               ($ millions)

                                                              1998                   1997                  1996
                                                              ----                   ----                  ----
              <S>                                           <C>                    <C>                   <C>
              Institutional                                 $1,963                 $2,355                $2,421
              High Net Worth                                   315                    198                   200
              Investment Partnerships                           81                     72                    50
              Wrap                                              41                     57                    92
              Mutual Fund                                       10                    n/a                   n/a
                                                            ------                 ------                ------
                 Total Managed   Assets                     $2,410                 $2,682                $2,763
                                                            ======                 ======                ======
</TABLE>


      The $272 million net decrease in managed assets during 1998 is comprised
of increases of $14 million in new client accounts and $602 million in positive
performance results, reduced by (i) $683 million in closed client accounts; and
(ii) $205 million in net withdrawals from existing accounts. The closed accounts
are primarily the result of performance concerns. Additionally, the Company's
second largest account ($311 million) terminated in May, 1998. This account
generated 3.8% of the Company's operating revenues in 1997, and 2.8% in 1998.

     In the two years ended December 31, 1998, managed assets decreased by $353
million, comprised of increases in new accounts of $33 million and $1,228
million in positive performance results, reduced by (i) $1,097 million in closed
client accounts; and (ii) $517 million in net withdrawals from existing
accounts.

                                       14
<PAGE>

     Performance in equity, balanced and fixed income accounts was strong on an
absolute and relative basis in 1998, and the Company's peer group rankings
continue to improve. Net outflows in client accounts slowed significantly over
the last six months of 1998, and the Company believes its managed asset base has
stabilized. Barring a severe market correction, the Company expects its asset
base to resume growth in 1999. Based on the managed asset level at the end of
1998, operating revenues might be lower in 1999 than 1998.

Earnings

     Operating revenues declined 10% in 1998 to $17.0 million, compared with
$18.8 million in 1997 and $20.8 million in 1996. Average assets under management
declined 14% in 1998, and 13% in 1997.

      In 1998 operating revenues were .71% of average managed assets, compared
with .67% in 1997 and .64% in 1996. This reflects an increase in the weighted
advisory fee yield because the accounts lost over the last two years were
generally larger accounts with lower fee structures.

     Advisory fees, which are earned based on the value of assets under
management, are the Company's primary source of operating revenues. Advisory
fees decreased 11% to $15.4 million in 1998, compared with $17.3 million in 1997
and $19.2 million in 1996. Advisory fees were 91% of operating revenues in 1998,
compared with 92% in both 1997 and 1996.

     Transaction fees (commissions) earned by Management are the primary source
of the Company's other operating revenues. They are derived from Management's
individual and small institutional accounts, investment partnerships and
specific institutional accounts that have given Management the authority to
execute trades. Commissions decreased 1% to $1.15 million in 1998, compared with
$1.16 million in 1997 and $1.23 million in 1996. The 1998 decline reflects the
decrease in managed assets during 1998, partially offset by increased retention.

                                       15
<PAGE>

<TABLE>
<CAPTION>

          Operating Expenses                                                          ($000)

                                                                            1998             1997              1996
                                                                            ----             ----              ----
          <S>                                                            <C>              <C>               <C>
          Operating expenses, reported                                   $13,609          $13,707           $12,022
          Adjustments:
             Non-cash compensation charges                               (2,250)            (563)               ---
             SVP account charges                                           (375)              ---               ---
             1997 special charges                                            ---          (1,892)                --
                                                                          ------          -------            ------
          Operating expenses, adjusted                                   $10,984          $11,252           $12,022
                                                                         =======          =======           =======
</TABLE>

     Reported operating expenses totaled $13.6 million in 1998, compared with
$13.7 million in 1997 and $12.0 million in 1996. The 1998 amount reflects $2.63
million in compensation charges detailed above. Before these 1998 items,
operating expenses totaled $11.0 million in 1998. The 1997 amount reflects $1.9
million in special charges and $563,000 in non-cash compensation charges. Before
these 1997 charges, operating expenses totaled $11.3 million in 1997.

     Excluding these  adjustments,  1998 operating  expenses  declined 2%
compared with 1997, after a 6% decline in 1997 compared with 1996.  Adjusted 

operating expenses were 65% of operating  revenues and .46% of average  managed 
assets in 1998,  compared with 60% and .40% in 1997,  and 58% and .37% in 1996, 
reflecting  declining  asset levels,  partially  offset by continued  cost
containment initiatives.

<TABLE>
<CAPTION>

          Compensation Expenses                                                       ($000)

                                                                            1998             1997              1996
                                                                            ----             ----              ----
          <S>                                                            <C>              <C>               <C>
          Compensation expenses, reported                                $10,043           $8,070            $8,296
          Adjustments:
             Non-cash compensation charges                                (2,250)            (563)              ---
             SVP account charges                                            (375)              --                --
                                                                          ------           ------            ------
          Compensation expenses, adjusted                                 $7,418           $7,507            $8,296
                                                                          ======           ======            ======
</TABLE>


     Reported compensation expenses increased 24% to $10.0 million in 1998,
compared with $8.1 million in 1997 and $8.3 million in 1996, because of the
charges noted above. Compensation expenses adjusted for these items declined 1%
in 1998 to total $7.4 million, compared with $7.5 million in 1997. Adjusted
compensation expenses were 44% of operating revenues and .31% of average managed
assets in 1998, compared with 40% and .27% in 1997, and 40% and .26% in 1996.

                                       16
<PAGE>

     The Company has a Management  Incentive Plan ("MIP") which covers bonus 
payments to certain  executives.  Under the MIP, the payment of bonuses  to 
these  executives  is based on the  annual  growth in  operating  income,  after
adjusting  for  non-cash compensation  charges. In 1998 and 1997,  participating
executives were awarded no bonuses under the MIP, compared with $860,000 awarded
in 1996.

<TABLE>
<CAPTION>

          Non-Compensation Expenses                                                   ($000)

                                                                            1998             1997              1996
                                                                            ----             ----              ----
          <S>                                                             <C>              <C>               <C>
          Non-compensation expenses, reported                             $3,566           $5,637            $3,726
          Adjustments:
             1997 special charges                                            ---           (1,892)               --
                                                                          ------           ------            ------
          Non-compensation expenses, adjusted                             $3,566           $3,745            $3,726
                                                                          ======           ======            ======
</TABLE>



     Reported non-compensation expenses declined by 37% to $3.6 million in 1998,
compared with $5.6 million in 1997 and $3.7 million in 1996. The 1998 decrease
and 1997 increase is the result of the $1.9 million in special charges recorded
in 1997. Excluding 1997 special charges, non-compensation expenses declined 5%
to total $3.6 million in 1998, compared with $3.7 million in both 1997 and 1996.
These expenses are primarily fixed in nature and, as a result, they are not
directly related to changes in managed asset levels. Adjusted non-compensation
expenses totaled 21% of operating revenues and .15% of average managed assets in
1998, compared with 20% and .13% in 1997, and 18% and .12% in 1996.

                                      o o o

     Other income, which comprises interest, dividends, and realized and
unrealized gains/losses from sales of marketable securities (primarily large-cap
equities), totaled $10.3 million in 1998, compared with $12.9 million in 1997
and $6.6 million in 1996. Net interest and dividend income was $1.6 million in
1998, compared with $3.0 million in 1997 and $1.8 million in 1996. The 1997
amount is primarily due to a special dividend received in 1997 from a company
whose securities were held in the Company's investment portfolio. Net gains from
investments totaled $8.8 million in 1998, compared with $9.9 million in 1997 and
$4.8 million in 1996, reflecting the varying strength of the domestic financial
markets in those years.

                                       17
<PAGE>



Liquidity and Capital Resources

     At December 31, 1998 the Company had cash and cash equivalents totaling
$4.0 million, compared with $3.8 million at the end of 1997. Operating
activities provided net cash inflows of $727,000 in 1998, compared with $2.4
million in 1997. This reflects the changing levels of operating income and net
income over those periods. Net cash provided by investing activities totaled
$4.0 million in 1998, compared with a net use of $2.3 million in 1997.

     Investments in marketable securities aggregated $73.8 million at December
31, 1998, compared with $63.0 million at the end of 1997. During 1998, the
Company invested $9.1 million in its new mutual fund, the Atalanta/Sosnoff Fund,
and an additional $3 million in investment partnerships. Shareholders' equity
totaled $82.0 million at December 31, 1998, compared with $70.6 million at the
end of 1997, primarily from net income of $7.8 million recorded in 1998 and
unrealized gains on the investment portfolio. The Company has adopted SFAS No.
115, requiring it to reflect a net unrealized gain of $7.5 million in
shareholders' equity at December 31, 1998, compared with $1.3 million at the end
of 1997.

     At December 31, 1998, the Company's investment portfolio at market totaled
$85.4 million (cost basis $70.3 million), comprised of cash and cash
equivalents, corporate debt, large-cap equity securities, and investments in
limited partnerships and the Atalanta/Sosnoff Fund (see Note 3 to the audited
financial statements for further details). At year-end, the Company was invested
in 15 separate large-cap securities, in a more concentrated fashion of what it
does for its managed client accounts. The largest position was in Microsoft, at
15.4% of the portfolio, with an unrealized gain of $3.4 million at year-end.

     If the equity market (defined as the S&P 500 index) were to decline by 10%,
the Company might experience unrealized losses of approximately $8 million; if
the market were to decline by 20%, the Company might experience unrealized
losses of $16 million. However, incurring unrealized losses of this magnitude is
unlikely with active management of the portfolio. Since the positions are all
large-cap holdings, they can be sold easily on short notice with little market
impact. Ultimately, the Company will raise and hold cash to reduce market risk.

                                      o o o

     In 1998, the Company paid a special dividend of $.25 per share, compared
with $.20 per share in 1997. Additionally, in December, 1998, the Company
repurchased 249,000 shares of its own stock at a market price of $8.75 per
share. At December 31, 1998, the Company had no liabilities for borrowed money.

In September, 1997, the Company awarded 775,000 shares of restricted stock at
the issue price of $.01 per share to two senior executives under the terms of
the Long Term Incentive Plan ("LTIP"). Craig B. Steinberg, President, received
600,000 shares and Anthony G. Miller, Executive Vice President and Chief
Operating Officer, received 175,000 shares. Such awards vest over four years.

                                       18
<PAGE>



The difference of $9.0 million between the market value ($11.625 per share) of
the shares awarded on the date of grant and the purchase price of $.01 per share
was recorded as unearned compensation in shareholders' equity and is being
amortized over a four-year period commencing with the fourth quarter of 1997
(approximately $563,000 per quarter and $2.25 million annually).

     The Company believes that the foreseeable capital and liquidity
requirements of its existing businesses will continue to be met with funds
generated from operations.

Year 2000

     As all businesses in the securities industry, the Company's operating
businesses are materially dependent on the efficient and continuous operation of
their information technology systems (consisting of computer software, hardware,
local and remote communications networks) and the imbedded microprocessors in
its equipment. Substantially all aspects of the securities industry's activities
are time sensitive, including the execution, processing, settlement and
recording of securities transactions, the maintenance and transmission of
information about such transactions and the collection and analysis of
information about issuers, markets and economies. Moreover, all of these
functions are highly interdependent and rely on the functioning of the
information technology systems of other organizations in the securities
industry, including counterparties, brokers, clearing agents and custodians.

     Because of the potential impact of the Year 2000 Issue ("Y2K") on the
securities industry, the Securities and Exchange Commission and other regulatory
and self-regulatory securities organizations have monitored and required reports
from their members concerning Y2K and encouraged planning for system wide
function tests. Y2K arises because of concern that there is widely distributed
in information technology systems and imbedded microprocessors date recognition
and processing functions which designate and recognize a year by the year's last
two digits and therefore would not distinguish a year in the twenty-first
century from one in the twentieth century.

     The Company has conducted a full assessment of its information technology
systems and imbedded technology to determine whether they are Y2K compliant
(i.e., that they will recognize and specify dates to properly function in the
year 2000 and thereafter). The remediation and testing of all critical systems
was substantially completed by the end of 1998. Point-to-point testing with the
systems of third parties with which our existing systems interface is also
substantially completed. While the Company's existing critical systems are
mostly Y2K compliant, to reduce the cost of maintenance associated with such
systems, the Company has decided to replace its two core critical systems,
trading and portfolio accounting, with off-the-shelf commercial software
packages that are also Y2K compliant. This process is well under way and the
Company expects to make a complete conversion to these two new systems by June
30, 1999.

                                       19
<PAGE>



Implementation of remediation and testing of non-critical systems is
substantially complete. Because much of the Company's information technology
systems are proprietary and maintained by its designer and MIS employees, Y2K
compliance has been conducted in the normal course of business without material
incremental expenditures or personnel. In the cases where external support in
the form of software upgrades or services are required, such support was
provided by suppliers in the fourth quarter of 1998. Based on its progress to
date, the Company does not believe that the costs of Y2K compliance will have a
material effect on its financial position, results of operations or cash flow.

     However, the Company is closely monitoring the progress of third parties'
information technology systems in Y2K compliance on which its systems are
dependent. It has solicited and received assurances of progress from such third
parties and is evaluating their responses. The Company has developed contingency
plans in the event of Y2K compliance failure by such third parties based on more
traditional systems for securities execution, processing, settlement and record
keeping which it intends to continue to develop based on the results of testing
next year. The Company is not currently in a position to assess the effect of
critical third parties' ability to achieve Y2K compliance but believes that the
impact of failure would be adverse to its business.

Item 8.       Financial Statements and Supplementary Data

              See Index to Consolidated Financial Statements, and Consolidated
              Financial Statement Schedules on page F-1 in Item 14.

Item 9.       Changes in or Disagreements with Accountants on Accounting and 
              Financial Disclosure.

               None.

                                       20
<PAGE>



                                    PART III

Item 10.      Directors and Executive Officers of the Registrant.

     (a) Directors -

     Information concerning directors of the Company is contained under the
     caption "Election of Directors" in the Proxy Statement for the 1999 Annual
     Meeting of Stockholders to be filed with the Securities and Exchange
     Commission and is incorporated herein by reference.

     (b) Executive Officers of the Registrant -

     MARTIN T. SOSNOFF*, 67, was a founder of the Company and has been Chairman
         of the Board, Chief Executive Officer and Chief Investment Officer of
         the Company and its subsidiaries since their inceptions. He was a
         co-founder of Atalanta Capital Corporation (investment management) and
         served as its Chairman and Chief Executive Officer until 1983.

     CRAIG B. STEINBERG**,  37, has been President,  Director of Research,  and 
         held other offices, with the Company and its  subsidiaries  since  
         1985.  Mr.  Steinberg  is a Portfolio  Manager,  and he was a  
         securities  analyst at Prudential Equity Management from 1983 to 1985.

     ANTHONY G. MILLER, 40, has been Executive Vice President, Chief Operating
         Officer, Chief Financial Officer, and Secretary, and held other
         offices, with the Company and its subsidiaries since 1986. From 1983 to
         1986 he was Manager, Foreign Exchange and Money Market Operations, and
         held other positions, with the Royal Bank of Canada and, from 1980 to
         1983 was a Senior Accountant, and held other positions, with Arthur
         Andersen & Co.

     PAUL P. TANICO,  43, has been Executive Vice President,  Portfolio  Manager
         with Capital and Management since 1997. Previously,  Mr.  Tanico  was a
         Portfolio  Manager at  Atalanta/Sosnoff  from 1983 to 1987,  and in 
         1991.  Mr .Tanico began his investment  career with David J. Greene in 
         1981, and in 1992 was one of the original  partners at Omega  Advisors.
         Since 1994, he has served as Managing  Partner of Castlerock  Partners.
         From 1987 through 1990 Mr. Tanico was a Portfolio Manager with 
         Neuberger & Berman.

-------------------------------

     *     Also a director and member of the Executive, Compensation and 
           Stock Option Committees.

     **    Also a director and member of the Executive Committee.

                                       21
<PAGE>




     WILLIAM M.  KNOBLER,  65, has been Senior Vice  President  of  Management  
         since 1985.  Mr.  Knobler is a Portfolio Manager,  and he was a 
         securities  analyst and voting  shareholder  of Sanford C.  Bernstein &
         Co. from 1979 to 1985.

     JAMES D. STAUB,  66, has been Senior Vice  President,  and held other 
         offices,  with Capital and Management  since 1984.  Mr.  Staub is  
         responsible  for West Coast  Marketing,  and he was a  corporate  
         officer of  Alexander & Baldwin, Inc. from 1961 to 1984.

     JOHN P. O'BRIEN, 60, has been Vice President,  and held other offices, with
         the Company and its subsidiaries since their inceptions.  Mr. O'Brien 
         serves as the Controller for the Company and its subsidiaries.

     Officers of the Registrant are elected at the meeting of the Board of
Directors held each year immediately after the Annual Meeting of Stockholders
and serve for the ensuing year and until their successors are elected and
qualified.

Item 11.      Executive Compensation.

      Information concerning executive compensation is contained under the
captions "Election of Directors", "Executive Compensation", "Stock Option and
Long Term Incentive Plans", "Profit-Sharing Plan" and "Management Incentive
Plan" in the Proxy Statement for the 1999 Annual Meeting of Stockholders to be
filed with the Securities and Exchange Commission and is incorporated herein by
reference.

Item 12.      Beneficial Ownership of the Company's Securities.

      Information concerning security ownership of certain beneficial owners and
management is contained under the caption "Beneficial Ownership of Securities of
the Company" in the Proxy Statement for the 1999 Annual Meeting of Stockholders
to be filed with Securities and Exchange Commission and is incorporated herein
by reference.

Item 13.      Certain Relationships and Related Transactions.

      Information concerning certain relationships and related transactions is
contained under the caption "Agreements and Transactions with Directors and
Executive Officers" in the Proxy Statement for the 1999 Annual Meeting of
Stockholders to be filed with the Securities and Exchange Commission and is
incorporated herein by reference.

                                       22
<PAGE>




                                     PART IV

Item 14.      Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)  1.       FINANCIAL STATEMENTS

              See Index to Consolidated Financial Statements and Consolidated
              Financial Statement Schedules on Page F-1 of Item 14.

     2.       FINANCIAL STATEMENT SCHEDULES

              See Index to Consolidated Financial Statements and Consolidated
              Financial Statement Schedules on Page F-1 of Item 14.

(b)  None.

                                       23


<PAGE>

               ATALANTA/SOSNOFF CAPITAL CORPORATION AND SUBSIDIARIES

               CONSOLIDATED FINANCIAL STATEMENTS
               AS OF DECEMBER 31, 1998, 1997 AND 1996
               TOGETHER WITH AUDITORS' REPORT


<PAGE>


              ATALANTA/SOSNOFF CAPITAL CORPORATION AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                           <C>
I.   FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION:
       Financial Statements

          Report of Independent Public Accountants                                                             F-2

          Consolidated Statements of Financial Condition - December 31, 1998 and 1997                          F-3

          Consolidated Statements of Income and Comprehensive Income for the Years Ended           
              December 31, 1998, 1997 and 1996                                                                 F-4

          Consolidated Statements of Changes in Shareholders' Equity for the Years Ended 
              December 31, 1998, 1997 and 1996                                                                 F-5
              
          Consolidated Statements of Cash Flows for the Years Ended 
              December 31, 1998, 1997 and 1996                                                                 F-6

          Notes to Consolidated Financial Statements                                                         F-7/F-14

       Supplementary Financial Information

          Selected Quarterly Financial Data (Unaudited)                                                        F-15

          Computations of Earnings Per Share                                                                   S-1
</TABLE>


Financial statement schedules not included in this report have been omitted
because they are not applicable or the required information is given in the
consolidated financial statements or the notes thereto.


                                   F-1
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders of
Atalanta/Sosnoff Capital Corporation:

We have audited the accompanying consolidated statements of financial condition
of Atalanta/Sosnoff Capital Corporation (a Delaware corporation) and
subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of income and comprehensive income, changes in shareholders' equity
and cash flows for each of the three years in the period ended December 31,
1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Atalanta/Sosnoff Capital
Corporation and subsidiaries as of December 31, 1998 and 1997, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1998, in conformity with generally accepted accounting
principles.

New York, New York
February 17, 1999



                                      F-2

<PAGE>



              ATALANTA/SOSNOFF CAPITAL CORPORATION AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                           DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
                                       ASSETS                                            1998               1997
                                                                                        -------            -------
<S>                                                                                <C>                <C>
Assets:
    Cash and cash equivalents                                                      $     3,993,963    $     3,805,243
    Accounts receivable                                                                  3,319,185          3,355,399
    Receivable from clearing broker                                                             -           1,323,473
    Investments, at market                                                              73,802,294         63,039,613
    Investments in limited partnerships                                                  7,565,780          1,928,454
    Fixed assets, net of accumulated depreciation and amortization of $426,924             659,311            789,361
       and $238,279, respectively
    Exchange memberships, at cost (market value                                            402,000            402,000
       $1,761,100 and $2,475,000, respectively)
    Other assets                                                                           943,870            769,281
                                                                                   ---------------    ---------------
              Total assets                                                         $    90,686,403    $    75,412,824
                                                                                   ===============    ===============

<CAPTION>
                      LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                                                                <C>                <C>
Liabilities:
    Accounts payable and other liabilities                                         $       773,970    $       854,039
    Accrued compensation payable                                                           648,611            839,424
    Income taxes payable                                                                 6,541,427          1,763,574
    Separation costs payable                                                               700,000          1,400,000
                                                                                   ---------------    ---------------
              Total liabilities                                                          8,664,008          4,857,037
                                                                                   ---------------    ---------------

Commitments and contingencies (Note 9)

Shareholders' equity:

    Preferred stock, par value $1.00 per share; 5,000,000 shares authorized;                    -                  -
       none issued
    Common stock, par value $.01 per share; 30,000,000 shares authorized;                   95,874             95,874
       9,587,401 shares issued and outstanding
    Additional paid-in capital                                                          24,389,499         24,648,499
    Retained earnings                                                                   58,412,561         52,963,643
    Accumulated other comprehensive income - unrealized gains from investments,          7,494,341          1,286,794
       net of deferred tax liabilities of $4,996,227 and $858,156, respectively

    Unearned compensation                                                               (6,188,615)        (8,439,023)
    Treasury stock, at cost, 249,000 and 0 shares, respectively                         (2,181,265)                -
                                                                                   ---------------    --------------
              Total shareholders' equity                                                82,022,395         70,555,787
                                                                                   ---------------    ---------------
              Total liabilities and shareholders' equity                           $    90,686,403    $    75,412,824
                                                                                   ===============    ===============

</TABLE>


        The accompanying notes are an integral part of these statements.



                                      F-3
<PAGE>

              ATALANTA/SOSNOFF CAPITAL CORPORATION AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
                                                                     1998                1997               1996
                                                                    ------             -------             -------
<S>                                                            <C>                <C>                 <C>
Revenues:
    Advisory fees                                               $    15,406,468    $    17,286,815     $    19,159,433
    Commissions and other                                             1,573,101          1,542,657           1,599,735
                                                                ---------------    ---------------     ---------------
                 Total revenues                                      16,979,569         18,829,472          20,759,168
                                                                ---------------    ---------------     ---------------

Costs and expenses:

    Employees' compensation                                          10,043,375          8,069,548           8,295,815
    Clearing and execution costs                                        562,594            526,964             541,596
    Selling expenses                                                    421,052            429,077             466,484
    General and administrative expenses                               2,582,300          4,681,383           2,718,038
                                                                ---------------    ---------------     ---------------
                 Total costs and expenses                            13,609,321         13,706,972          12,021,933
                                                                ---------------    ---------------     ---------------

                 Operating income                                     3,370,248          5,122,500           8,737,235
                                                                ---------------    ---------------     ---------------

Other income (expense):

    Interest and dividend income                                      1,588,280          3,030,836           1,858,166
    Interest expense                                                    (30,788)           (34,087)            (15,702)
    Realized and unrealized gains from investments, net               8,766,778          9,854,124           4,783,217
                                                                ---------------    ---------------     ---------------
                 Other income, net                                   10,324,270         12,850,873           6,625,681
                                                                ---------------    ---------------     ---------------

Income before provision for income taxes                             13,694,518         17,973,373          15,362,916

Provision for income taxes                                            5,911,000          8,124,000           6,561,000
                                                                ---------------    ---------------     ---------------
                 Net income                                     $     7,783,518    $     9,849,373     $     8,801,916
                                                                ===============    ===============     ===============

Earnings per common share - basic                               $           .81    $         1.09      $         1.00
                                                                ===============    ==============      ==============

Earnings per common share - diluted                             $           .81    $         1.08      $         1.00
                                                                ===============    ==============      ==============

Net income, as presented above                                  $     7,783,518    $     9,849,373     $     8,801,916
                                                                ===============    ===============     ===============

Other comprehensive income:
    Net unrealized gains (losses) from investments (net of      
    income taxes of $4,138,071, $283,747, and $(246,377),
    respectively)                                                     6,207,547            425,621            (369,566)
                                                                ---------------    ---------------     ----------------
Comprehensive income                                            $    13,991,065    $    10,274,994     $     8,432,350
                                                                ===============    ===============     ===============
</TABLE>


        The accompanying notes are an integral part of these statements.


                                      F-4
<PAGE>

              ATALANTA/SOSNOFF CAPITAL CORPORATION AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
                                                                     Accumulated
                                                                        Other
                                                                    Comprehensive
                                                                   Income-Unrealized
                                                                    Gains (Losses)
                                         Additional                      From         Unearned
                                Common     Paid-in      Retained     Investments,      Compen-     Treasury
                                Stock      Capital      Earnings         Net           sation       Stock        Total
                                ------   ----------     --------   ---------------    --------     --------      -----
<S>                            <C>      <C>           <C>          <C>               <C>            <C>     <C>
BALANCE, December 31, 1995     $88,124  $ 15,646,874  $ 37,551,694 $  1,230,739      $      -            -  $ 54,517,431
    Unrealized losses from          
       investments, net of
       deferred taxes               -             -             -      (369,566)            -            -      (369,566)
    Net income                      -             -      8,801,916           -              -            -     8,801,916
    Dividends ($.15 per       
       share)                       -             -     (1,321,860)          -              -            -    (1,321,860)
                              --------  ------------  ------------ ------------    ----------- ------------ ------------

BALANCE, December 31, 1996      88,124    15,646,874    45,031,750      861,173             -            -    61,627,921
    Issuance of 775,000          
       restricted shares         7,750     9,001,625            -            -      (9,001,625)          -         7,750
    Amortization of unearned        
       compensation                 -             -             -            -         562,602           -       562,602
    Unrealized gains from           
       investments, net of
       deferred taxes               -             -             -       425,621             -            -       425,621
    Net income                      -             -      9,849,373           -              -            -     9,849,373
    Dividends ($.20 per       
       share)                       -             -     (1,917,480)          -              -            -    (1,917,480)
                              --------  ------------  ------------ ------------    ----------- ------------ ------------

BALANCE, December 31, 1997      95,874    24,648,499    52,963,643    1,286,794     (8,439,023)          -    70,555,787
    Purchase of treasury            
       stock                        -             -             -            -              -    (2,181,265)  (2,181,265)
    Amortization of unearned       
       compensation                 -       (259,000)           -            -       2,250,408           -     1,991,408
    Unrealized gains from         
       investments, net of          
       deferred taxes               -             -             -     6,207,547             -            -     6,207,547
    Net income                      -             -      7,783,518           -              -            -     7,783,518
    Dividends ($.25 per    
      share)                        -             -     (2,334,600)          -              -            -    (2,334,600)
                               -------  ------------  ------------ ------------    ----------- ------------ ------------

BALANCE, December 31, 1998     $95,874  $ 24,389,499  $ 58,412,561 $  7,494,341    $(6,188,615)$ (2,181,265)$ 82,022,395
                               =======  ============  ============ ============    =========== ============ ============
</TABLE>

        The accompanying notes are an integral part of these statements.



                                      F-5
<PAGE>

              ATALANTA/SOSNOFF CAPITAL CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
                                                                         1998              1997               1996
                                                                         ----              ----               ----
<S>                                                              <C>               <C>                <C>
Cash flows from operating activities:
    Net income                                                   $     7,783,518   $      9,849,373   $     8,801,916
    Adjustments to reconcile net income to net cash provided
       by operating activities-
          Depreciation and amortization                                  188,643            150,185           121,987
          Amortization of unearned compensation                        2,250,408            562,602                -
          Realized and unrealized gains from investments, net         (8,766,778)        (9,854,124)       (4,783,217)
          Deferred taxes                                                 394,400           (522,264)         (103,000)
    (Increase) decrease in operating assets-
       Accounts receivable                                                36,214            426,699           576,872
       Other assets                                                     (174,589)          (253,243)         (388,368)
    Increase (decrease) in operating liabilities-
       Accounts payable and other liabilities                            (80,069)           206,943            98,672
       Accrued compensation payable                                     (190,813)          (557,675)         (935,214)
       Income taxes payable                                              (13,909)           977,880           274,885
       Separation costs payable                                         (700,000)         1,400,000                -
                                                                 ---------------   ----------------   ---------------
                 Net cash provided by operating activities               727,025          2,386,376         3,664,533
                                                                 ---------------   ----------------   ---------------

Cash flows from investing activities:
    Proceeds from clearing broker, net                                 1,323,473          1,114,348          (113,169)
    Purchases of fixed assets                                            (58,596)          (329,314)         (622,017)
    Purchases of investments                                        (151,336,026)      (117,715,145)     (128,128,495)
    Proceeds from sales of investments                               154,048,709        114,672,755       104,216,117
                                                                 ---------------   ----------------   ---------------
                 Net cash provided by (used in) investing        
                    activities                                         3,977,560         (2,257,356)      (24,647,564)
                                                                 ---------------   ----------------   ---------------
Cash flows from financing activities:
    Purchase of treasury stock                                        (2,181,265)               -                  -
    Proceeds received for issuance of restricted shares                       -               7,750                -
    Dividends paid                                                    (2,334,600)        (1,917,480)       (1,321,860)
                                                                 ---------------   ----------------   ---------------
                 Net cash used in financing activities                (4,515,865)        (1,909,730)       (1,321,860)
                                                                 ---------------   ----------------   ---------------
                 Net increase (decrease) in cash and cash             
                    equivalents                                          188,720         (1,780,710)      (22,304,891)
Cash and cash equivalents, beginning of year                           3,805,243          5,585,953        27,890,844
                                                                 ---------------   ----------------   ---------------
Cash and cash equivalents, end of year                           $     3,993,963   $      3,805,243   $     5,585,953
                                                                 ===============   ================   ===============

Supplemental disclosure of cash flow information:
    Cash paid during the year for-

       Interest                                                  $        30,788   $         34,087   $        15,702
       Income taxes                                                    5,530,511          7,668,384         6,389,115
    Noncash financing activity-
       Increase (decrease) in additional paid-in capital               
          related to the issuance of restricted shares                  (259,000)         9,001,625                -
</TABLE>


        The accompanying notes are an integral part of these statements.



                                      F-6
<PAGE>

                                                           NOTES TO CONSOLIDATED
                                                            FINANCIAL STATEMENTS
                                                                  Continued


              ATALANTA/SOSNOFF CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of
Atalanta/Sosnoff Capital Corporation (the "Holding Company") and its direct and
indirect wholly owned subsidiaries, Atalanta/Sosnoff Capital Corporation
(Delaware) ("Capital"), Atalanta/Sosnoff Management Corporation ("Management")
and ASCC Corp. ("ASCC"). Capital is a registered investment advisor. It provides
investment advisory and management services to institutional clients and certain
investment partnerships. Management is a registered investment advisor and a
broker-dealer in securities, with memberships on the New York Stock Exchange,
Inc. and the Chicago Board Options Exchange, Inc. It provides investment
advisory and management services to individual and smaller institutional clients
and brokerage services to its clients and some of the clients of Capital. ASCC
was formed in December, 1998 for investment-related activities which were
previously performed by the Holding Company.

Certain prior year balances have been reclassified in the accompanying
consolidated financial statements to conform to the 1998 presentation.

The Holding Company and its subsidiaries are referred to collectively herein as
the "Company." All intercompany accounts and transactions have been eliminated
in consolidation.

Reportable Operating Segments

The company considers its operations to be one reportable segment for purposes
of presenting financial information and for evaluating its performance. As such,
the financial information presented in the accompanying financial statements is
consistent with the financial information prepared for internal use by
management.

Revenue Recognition

Advisory and management fee income is recognized in the period in which services
are performed based on a percentage of assets under management. Commission
income and expenses arising from customers' securities transactions are
recognized on a settlement date basis. The effect of using the settlement date
instead of the trade date for recognition has been immaterial.


                                      F-7
<PAGE>
                                                           NOTES TO CONSOLIDATED
                                                            FINANCIAL STATEMENTS
                                                                  Continued

Investments, at Market

The Company records its investments in accordance with the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 115, with the exception
of investments held by Management. The Company has designated those investments
held by the Holding Company, Capital and ASCC in equity and debt securities as
"available for sale," and accordingly recorded at market value with the related
unrealized gains and losses net of deferred taxes reported as a separate
component of shareholders' equity. Investments held by Management are recorded
at market value, with the related unrealized gains and losses reflected in the
consolidated statements of income and comprehensive income.

Investments are recorded on trade date. The cost of investments sold is
determined on the first-in first-out method. Dividends and interest are accrued
as earned. Securities listed on a securities exchange for which market
quotations are available are valued at the last quoted sales price as of the
last business day of the year. Investments in mutual funds are valued based upon
the net asset value of the shares held as reported by the fund. Securities with
no reported sales on such date are valued at their last closing bid price.

Capital serves as a general partner for three Company-sponsored investment
partnerships (the "Partnerships") and as the investment manager for a
Company-sponsored offshore investment fund (the "Offshore Fund"). Investments in
limited partnerships are carried in the accompanying financial statements at the
Company's share of the net asset values as reported by the respective
Partnerships. Limited partners whose capital accounts in the aggregate are
two-thirds of the total capital accounts of all limited partners may, at any
time, require Capital to withdraw as the general partner of the Partnerships.
Therefore, the Company is not deemed to have control of the Partnerships and
accordingly, the accounts of the Partnerships are not included in these
consolidated financial statements.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments with a maturity of
three months or less to be cash equivalents.

Depreciation and Amortization

Furniture, equipment, computer software and leasehold improvements are stated at
cost, net of accumulated depreciation and amortization computed using the
straight-line method. Depreciation of furniture, equipment and computer software
is provided over estimated useful lives ranging from five to seven years.
Leasehold improvements are amortized over the shorter of their useful lives or
the remainder of the term of the related lease. Accumulated depreciation for
fully depreciated fixed assets is removed from the related accounts for those
assets which have been retired.


                                      F-8
<PAGE>
                                                           NOTES TO CONSOLIDATED
                                                            FINANCIAL STATEMENTS
                                                                  Continued

Income Taxes

The Company records income taxes in accordance with the provisions of SFAS No.
109. Accordingly, deferred taxes are provided to reflect temporary differences
between the recognition of income and expense for financial reporting and tax
purposes.

Estimates by Management

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the reported amounts
of revenues and expenses. Actual results could differ from those estimates.

2.  EARNINGS PER COMMON SHARE

Basic earnings per common share amounts were computed based on 9,571,711,
9,037,469 and 8,812,401 weighted average common shares outstanding in 1998, 1997
and 1996, respectively.

In accordance with the provisions of SFAS No. 128, dilutive earnings per share
for the three years ended December 31, 1998, were computed based on the weighted
average common shares outstanding provided in the table below. Antidilutive
options were not included in the computation of dilutive earnings per share as
the options' exercise prices were greater than the average market price of the
common shares for each of those respective years.

<TABLE>
<CAPTION>
                                                                           1998            1997            1996
                                                                           ----            ----            ----
<S>                                                                  <C>             <C>              <C>
      Weighted average common shares outstanding                          9,571,711       9,037,469       8,812,401
      Common stock equivalents-options                                       10,925          50,936          30,350
                                                                     --------------  --------------  --------------
                Dilutive weighted average common                         
                    shares outstanding                                    9,582,636       9,088,405       8,842,751
                                                                     ==============  ==============  ==============
      Antidilutive options                                                  150,000              -           35,000
                                                                     ==============  ==============  ==============
</TABLE>

3.   INVESTMENTS AND CASH

Included in cash and cash equivalents, the Company had interest-bearing free
credit balances with its clearing broker of $230,727 and $690,870 at December
31, 1998 and 1997, respectively.


                                      F-9
<PAGE>
                                                           NOTES TO CONSOLIDATED
                                                            FINANCIAL STATEMENTS
                                                                  Continued

Investments at December 31, 1998 and 1997, consisted of the following:

<TABLE>
<CAPTION>
                                                                                                       Unrealized
                                                                Cost             Market Value          Gain (Loss)
                                                                ----             ------------          -----------
                                                                                
<S>                                                        <C>                  <C>                   <C>
    1998:
        Available for sale-
           Common stock                                    $   51,735,002       $   62,778,063        $    11,043,061
           Corporate debt                                       1,175,964              868,250               (307,714)
           Atalanta/Sosnoff Fund                                  100,000              114,700                 14,700
                                                           --------------       --------------        ---------------
                                                               53,010,966           63,761,013             10,750,047
                                                           --------------       --------------        ---------------
        Trading-
           Atalanta/Sosnoff Fund                                9,000,000           10,041,281              1,041,281
                                                           --------------       --------------        ---------------
                                                                9,000,000           10,041,281              1,041,281
                                                           --------------       --------------        ---------------
        Other-
           Investment in limited partnerships                   4,279,487            7,565,780              3,286,293
                                                           --------------       --------------        ---------------
                                                                4,279,487            7,565,780              3,286,293
                                                           --------------       --------------        ---------------
                                                           $   66,290,453       $   81,368,074        $    15,077,621
                                                           ==============       ==============        ===============
    1997:
        Available for sale-
           Common stock                                    $   32,022,237       $   34,107,433        $     2,085,196
           U.S. Government obligations                         20,176,377           20,278,120                101,743
           Corporate debt                                       1,183,078            1,152,875                (30,203)
                                                           --------------       --------------        ---------------
                                                               53,381,692           55,538,428              2,156,736
                                                           --------------       --------------        ---------------
        Trading-
           Common stock                                         1,231,512            1,674,000                442,488
           U.S. Government obligations                          5,793,864            5,827,185                 33,321
                                                           --------------       --------------        ---------------
                                                                7,025,376            7,501,185                475,809
                                                           --------------       --------------        ---------------
        Other-
           Investment in limited partnerships                   1,150,000            1,928,454                778,454
                                                           --------------       --------------        ---------------
                                                                1,150,000            1,928,454                778,454
                                                           --------------       --------------        ---------------
                                                           $   61,557,068       $   64,968,067        $     3,410,999
                                                           ==============       ==============        ===============

</TABLE>


4.  RECEIVABLE FROM CLEARING BROKER

Receivable from clearing broker represents net amounts due for securities
transactions executed on or prior to year-end but settling thereafter.

5.  SEPARATION COSTS PAYABLE

The separation costs relate to the Company's termination without cause of its
former president on August 15, 1997. Such termination is governed by the terms
of the former president's Employment Agreement, whereby he receives two years
severance at his base salary level at the time of termination payable over the
two-year period ending November 15, 1999.


                                      F-10
<PAGE>
                                                           NOTES TO CONSOLIDATED
                                                            FINANCIAL STATEMENTS
                                                                  Continued

6.  RELATED PARTY TRANSACTIONS

As the General Partner for the Partnerships and the investment manager of the
Offshore Fund, Capital earned approximately $1,821,000, $1,258,000 and
$1,099,000 in 1998, 1997 and 1996, respectively, for advisory and management
services (charged at 1% and 1% - 2% of net assets, respectively), and incentive
fees in the case of one partnership. Management earned commissions of
approximately $116,000, $59,000 and $12,000 in 1998, 1997 and 1996,
respectively, for brokerage services provided to the Partnerships. Advisory fees
and brokerage commissions are based on terms comparable to those in agreements
with unrelated parties. Balances receivable from the Partnerships were
approximately $449,000, $110,000 and $92,000 at December 31, 1998, 1997 and
1996, respectively, including approximately $282,000 of incentive fees which
were allocated to net income in 1998.

Investments consist of shares held of the Atalanta/Sosnoff Fund (the "Fund").
Management acts as Distributor to the Fund and Capital acts as Investment
Advisor.

Employment Agreement

In May 1985, Management entered into an employment agreement with an individual
portfolio manager to provide investment expertise to both Management and
Capital. Under the terms of the agreement, the employee is paid the net profits
relating to the managed accounts (the "Net Profits") which represent advisory
fees and commissions for all trades executed for his managed accounts, net of
clearance and floor brokerage charges, allocated payroll, overhead and
out-of-pocket expenses incurred on his behalf by Management. Commissions and
advisory fee revenues related to such investment advisory services for 1998
amounted to $1,501,986 and related compensation expenses amounted to $965,994.

Effective October 1, 1998, Management entered into a new agreement with the
employee for the period ending December 31, 2000, under which the employee is
relinquishing the investment management and brokerage services provided to the
managed accounts to Management. Pursuant to this agreement, Management will make
payments to the employee in three installments in January of 1999, 2000 and
2001, based upon a multiple of annualized revenues from the employee's managed
accounts, which will be recognized ratably as compensation expense over the term
of the arrangement. In addition, Management and the employee agreed to change
the split of Net Profits paid to the employee from 100% during the twelve-month
period ended September 30, 1998 to 50% for the twelve-month period ending
September 30, 1999, 25% for the twelve-month period ending September 30, 2000,
and 0% thereafter. In the fourth quarter of 1998, $375,000 of accrued
compensation was recorded in connection with the Agreement.


                                      F-11
<PAGE>
                                                           NOTES TO CONSOLIDATED
                                                            FINANCIAL STATEMENTS
                                                                  Continued


7.  PROVISION FOR INCOME TAXES

The provision for income taxes consists of:

<TABLE>
<CAPTION>
                                                                  1998            1997            1996
                                                             --------------  --------------  --------------
      Current income taxes:
<S>                                                          <C>             <C>             <C>
          Federal                                            $    3,822,000  $    2,982,961  $    4,197,000
          State and local                                         1,694,600       5,663,303       2,467,000
                                                             --------------  --------------  --------------
                    Total current                                 5,516,600       8,646,264       6,664,000
                                                             --------------  --------------  --------------
      Deferred income taxes provision:
          Federal                                                   267,100        (180,180)        (56,000)
          State and local                                           127,300        (342,084)        (47,000)
                                                             --------------  --------------  --------------
                    Total deferred                                  394,400        (522,264)       (103,000)
                                                             --------------  --------------  --------------
                                                             $    5,911,000  $    8,124,000  $    6,561,000
                                                             ==============  ==============  ==============

</TABLE>


A reconciliation of the statutory federal income tax rate and the effective rate
based on consolidated income before income taxes in 1998, 1997 and 1996, is set
forth below:

<TABLE>
<CAPTION>
                                                                  1998       1997       1996
                                                                  ----       ----       ----
<S>                                                               <C>        <C>        <C>
          Statutory federal income tax rate                       34.5%      34.5%       34.5%
          Increase resulting from:
              State and local income taxes, net of federal        
                 tax benefit                                       8.6       10.6         8.0
              Other                                                0.1        0.1         0.2
                                                                  ----       ----        ----
                        Effective rate                            43.2%      45.2%       42.7%
                                                                  ====       ====        ====

</TABLE>


At December 31, 1997 and 1998 the total income taxes payable balance was
$1,763,574 and $6,541,427, respectively. This increase is mostly due to the
increase in deferred tax liabilities from $289,424 at December 31, 1997 to
$6,273,377 at December 31, 1998. The primary reason for the change resulted from
the increase in unrealized gains on the Company's investments as described
below.

<TABLE>
<CAPTION>
                                                                        1998           1997
                                                                        ----           ----
<S>                                                                <C>             <C>
          Unrealized gain on investments                           $  6,483,377    $   1,053,000
          Separation costs payable                                     (210,000)        (490,000)
          Restricted stock award                                             -          (224,800)
          Other                                                              -           (48,776)
                                                                   ------------    -------------
                                                                   $  6,273,377    $     289,424
                                                                   ============    =============

</TABLE>


                                      F-12
<PAGE>

                                                           NOTES TO CONSOLIDATED
                                                            FINANCIAL STATEMENTS
                                                                  Continued



8.  NET CAPITAL REQUIREMENTS

Management is subject to the Securities and Exchange Commission Uniform Net
Capital Rule 15c3-1, which requires the maintenance of minimum net capital and
requires that the ratio of aggregate indebtedness to net capital, both as
defined, not exceed 15 to 1. The net capital rule of the New York Stock Exchange
also provides that equity capital may not be withdrawn or cash dividends paid if
the resulting net capital ratio would exceed 10 to 1. At December 31, 1998,
Management had net capital of $9,198,451, which was $8,948,451 in excess of its
required net capital of $250,000, and had a ratio of aggregate indebtedness to
net capital of .08 to 1.

9.  COMMITMENTS AND CONTINGENCIES

Leases

The Company leases office facilities and equipment under various noncancelable
operating leases expiring through 2002. Rent expense was approximately $680,000,
$661,000 and $475,000 in 1998, 1997 and 1996, respectively.

Approximate minimum rental commitments under noncancelable operating leases for
the years subsequent to December 31, 1998, are as follows: 1999 through 2001 are
equal to $626,000 per year and $417,000 for 2002.

Clearance of Securities

Bear, Stearns Securities Corporation, Inc. ("Bear Stearns") has an agreement
with Management to clear securities transactions and carry customers' accounts
on a fully disclosed basis. The agreement states that Management will assume
customer obligations should a customer of Management default. Bear Stearns
controls credit risk of customers by requiring maintenance margin collateral in
compliance with various regulatory and internal guidelines.

10.  STOCK OPTION, STOCK PURCHASE,
     INCENTIVE AND PROFIT-SHARING PLANS

During 1996, the Company adopted the Long-Term Incentive Plan ("LTIP") under
which awards of stock, restricted stock, options and other stock-based awards
totaling 880,000 shares of common stock may be granted to all full-time
employees, officers and directors of the Company and its subsidiaries. No awards
under the LTIP were granted during 1996.

During 1997, the Company awarded 775,000 shares of restricted stock at the issue
price of $.01 per share to two officers of the Company under the terms of the
LTIP. Such awards vest over four years. The difference of $9,001,625 between
market value ($11.625 per share) on the date of grant and the purchase price was
recorded as unearned compensation in shareholders' equity and is being amortized
over a four-year period commencing with the fourth quarter of 1997.


                                      F-13
<PAGE>
                                                           NOTES TO CONSOLIDATED
                                                            FINANCIAL STATEMENTS
                                                                  Continued


Options may be granted as either "Qualified Options," "Nonqualified Options" or
"Incentive Options." Generally, Qualified Options and Incentive Options may not
be granted at a per share price that is less than 100% of fair market value on
the date of grant. Nonqualified Options may be granted at prices determined by a
committee comprised of certain members of the Board of Directors.

The Company's previous stock option plan, as amended (the "SOP") was terminated
by the Company in connection with the approval by stockholders of the LTIP. The
SOP provided for options to purchase 900,000 shares of common stock. The
termination of the SOP does not affect options outstanding.

A summary of option transactions for the three years ended December 31, 1998, is
presented below. Each option becomes exercisable as to 20% of the total number
of shares subject to the option six months after the date of grant, and as to an
additional 20% each year thereafter. Generally, options may not expire more than
ten years from the date of grant. Incentive Stock Options were granted at an
exercise price of $6.125 and $9.00 per share in 1996 and 1998, respectively.
Qualified Options were granted at an exercise price of $14.50 per share and
Nonqualified Options were granted at exercise prices equal to market price per
share at the date of grant. Only the LTIP has options available for grant at the
end of 1998.

<TABLE>
<CAPTION>
                                                           Incentive      Qualified     Nonqualified
                                                             Stock          Stock           Stock
                                                            Options        Options         Options         Total
                                                           ---------      ---------    -------------       -----
<S>                                                      <C>            <C>           <C>               <C>
Outstanding, beginning of 1996                              50,000           1,724          835,000         886,724
Expired during 1996                                                -        (1,724)              -           (1,724)
                                                         ------------   ----------    -------------     -----------
Outstanding, end of 1996                                    50,000              -           835,000         885,000
Canceled during 1997                                               -            -          (650,000)       (650,000)
Expired during 1997                                                -            -           (35,000)        (35,000)
                                                         ------------   ----------    -------------     -----------
Outstanding, end of 1997                                    50,000              -           150,000         200,000
Granted during 1998                                         50,000              -                -           50,000
                                                         ---------      ----------    -------------     -----------
Outstanding, end of 1998                                    100,000             -           150,000         250,000
                                                         ==========     ==========    =============     ===========
Exercisable, end of 1996                                                                                    235,000
                                                                                                        ===========
Exercisable, end of 1997                                                                                    110,000
                                                                                                        ===========
Exercisable, end of 1998                                                                                    150,000
                                                                                                        ===========
Available for grant, end of 1998                                                                             55,000
                                                                                                        ===========

</TABLE>


The Company accounts for these options under APB Opinion No. 25, under which no
compensation cost has been recognized in the accompanying consolidated
statements of income and comprehensive income. Had compensation cost for these
options been determined consistent with the fair value method required by FASB
Statement No. 123 ("Statement 123"), the Company's


                                      F-14
<PAGE>
                                                           NOTES TO CONSOLIDATED
                                                            FINANCIAL STATEMENTS
                                                                  Continued


net income and earnings per share would have been the following pro forma
amounts in each of the three years ended December 31, 1998:

<TABLE>
<CAPTION>
                                             1998               1997              1996
                                       --------------     --------------   ---------------
<S>                                    <C>                <C>               <C>
         Net income:
             As reported               $     7,783,518    $     9,849,373   $     8,801,916
             Pro forma                       7,580,329          9,626,832         8,322,122

         Basic EPS:
             As reported               $           .81    $          1.09   $          1.00
             Pro forma                             .79               1.07               .94

         Dilutive EPS:
             As reported               $           .81    $          1.08   $          1.00
             Pro forma                             .79               1.06               .94

</TABLE>


In January 1998, the Company granted 50,000 Incentive Options at an exercise
price of $9.00 per share under the LTIP to an executive officer of the Company.
For the purposes of Statement 123 calculations, the fair value of the options
was $3.27 per share, and was estimated on the date of grant using the
Black-Scholes option pricing model with the following assumptions: risk free
interest rate of 5.5%; expected dividend yield of 2.9%; expected option life of
10 years and expected volatility of 33%. The fair value of the options to
purchase 800,000 shares granted in 1995 (of which 650,000 were canceled in 1997)
was $4.71 per share, and was estimated on the date of grant using the
Black-Scholes option pricing model with the following assumptions used: risk
free interest rate of 5.7%, expected dividend yield of 1.6%, expected option
life of 10 years and expected volatility of 40%.

Because the Statement 123 method of accounting has not been applied to options
granted prior to January 1, 1995, the resulting pro forma compensation cost and
related impact on net income and earnings per share may not be representative of
that to be expected in future years.

Effective January 1, 1993, the Company adopted the Management Incentive Plan
(the "MIP") for senior executives. Under the MIP, each participant is entitled
to receive his assigned share of the annual award pool, which is computed based
on operating income performance goals, as defined in the MIP. Included in
employees' compensation on the consolidated statement of income and
comprehensive income in 1996 is $860,000 related to the MIP and none in 1997 and
1998.

The Company also has a profit-sharing plan covering substantially all full-time
employees. Contributions to this plan, which in any fiscal year are at the
discretion of the Board of Directors, were approximately $131,000, $135,000 and
$138,000 in 1998, 1997 and 1996, respectively.


                                      F-15
<PAGE>

              ATALANTA/SOSNOFF CAPITAL CORPORATION AND SUBSIDIARIES

                       SUPPLEMENTARY FINANCIAL INFORMATION

                        SELECTED QUARTERLY FINANCIAL DATA

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                       Quarter
                                                                   ------------------------------------------------
                                                                   First         Second        Third         Fourth
                                                                   ------        ------        -----         ------
                                                                      (000's omitted, except per share amounts)
<S>                                                             <C>           <C>           <C>           <C>
1998:
    Operating revenues                                          $    4,444    $    4,512    $    3,968    $    4,056
    Operating expenses                                               3,372         3,446         3,152         3,639
    Operating income                                                 1,072         1,066           816           417
    Other income, net                                                2,126         2,186         3,509         2,502
    Income before income taxes                                       3,198         3,252         4,325         2,919
    Net income                                                       1,790         1,884         2,439         1,670
    Per common share-
       Basic                                                           .19           .20           .25           .18
       Diluted                                                         .19           .20           .25           .18

1997:
    Operating revenues                                          $    4,775    $    4,495    $    4,789    $    4,771
    Operating expenses                                               2,768         2,805         4,623         3,511
    Operating income                                                 2,007         1,690           166         1,260
    Other income, net                                                2,047         4,909         3,036         2,858
    Income before income taxes                                       4,054         6,599         3,202         4,118
    Net income                                                       2,249         3,588         1,746         2,267
    Per common share-
       Basic                                                           .26           .41           .20           .24
       Diluted                                                         .26           .41           .19           .23

1996:
    Operating revenues                                          $    5,477    $    5,375    $    4,983    $    4,924
    Operating expenses                                               3,308         2,915         2,968         2,829
    Operating income                                                 2,169         2,460         2,015         2,095
    Other income, net                                                1,848         1,282         1,440         2,056
    Income before income taxes                                       4,017         3,742         3,445         4,151
    Net income                                                       2,300         2,131         1,988         2,385
    Per common share-
       Basic                                                           .26           .24           .23           .27
       Diluted                                                         .26           .24           .23           .27

</TABLE>



                                      F-16

<PAGE>


(c)  Exhibits -

     3.1      Certificate of Incorporation (Exhibit 3.1) (1)

     3.2      Amendment, dated September 11, 1987 to Certificate of 
              Incorporation (2)

     3.3      By-Laws (Exhibit 3.2) (3)

     4.       Indenture, dated as of June 15, 1986, between Atalanta/Sosnoff
              Capital Corporation and Morgan Guaranty Trust Company of New York
              relating to $33,000,000 of 7 1/8% Convertible Senior Debentures
              due June 15, 2001. (4)

    10.1      Termination and Purchase Agreement, dated as of December 21, 1987,
              among Martin T. Sosnoff, Shepard D. Osherow, the Company and its
              subsidiaries (Exhibit 10.1)(6).

    10.2      Lease Agreement dated as of July 15, 1980 between Martin T. 
              Sosnoff and Park Tower Associates.  (Exhibit 10.2) (1)

    10.3      First Lease  Modification  Agreement dated as of May 20, 1982 
              between Martin T. Sosnoff and Park Tower Associates. 
              (Exhibit 10.3)(1)

    10.4      Second  Lease  Modification  Agreement  dated as of  January  1985
              between  Martin  T.  Sosnoff  and  Park  Tower Associates. 
              (Exhibit 10.4)(1)

    10.5      Form of Sublease between Martin T. Sosnoff and the Company.
              (Exhibit 10.5) (3)

    10.6      Assignment of Lease between the Company and North American 
              Consortium,  Inc. (Exhibit 10.7)(7)

    10.7      Sublease dated October 18, 1988 between the Company and First City
              Capital Corporation (8)

    10.8      Employment Agreement between Martin T. Sosnoff and the Company 
              dated as of March 31, 1986 (Exhibit 10.6.) (1), (14)

    10.9      Consulting Agreement between Shepard D. Osherow and the Company 
              dated December 21, 1987. (Exhibit 10.2) (6), (14)

    10.10     Form of  Employment  Agreement,  as executed May 19, 1988 by each 
              of Robert J. Kobel,  Eric A. Stiefel and Brian P. Hull (8), (14)

    10.11     Letter  Agreement  between  Martin T.  Sosnoff and L. Mark Newman 
              dated  February  14, 1985 and  exhibits  thereto. (Exhibit 10.20) 
              (1)

    10.12     Agreement  between Martin T. Sosnoff and Shepard D. Osherow dated 
              February 25, 1985 regarding the Letter  Agreement between Martin 
              T. Sosnoff and L. Mark Newman. (Exhibit 10.21) (1)

                                       24
<PAGE>

    10.13     1987 Stock Option Plan. (Exhibit 4.1) (5), (14)

    10.14     1987 Incentive Stock Purchase Plan. (Exhibit 4.4) (5), (14)

    10.15     Restricted Stock Bonus Plan (8), (14)

    10.16     Form of Stock Bonus Award  Agreements,  as executed  May 19, 1988 
              by each of Robert J. Kobel,  Eric A.  Stiefel and Brian P. Hull 
              (8), (14)

    10.17     Profit Sharing Trust  Agreement and Plan dated May 21, 1985 
              between  Atalanta/Sosnoff  Capital  Corporation and the plan 
              trustees. (Exhibit 10.24) (1), (14)

    10.18     Sub-sublease dated June 23, 1989 between the Company and Ehrlich 
              Bober & Co., Inc. (9)

    10.19     Management Incentive Plan as adopted by the Board of Directors of
              the Company on December 9, 1992 (10), (14)

    10.20     Executive Employment Agreement dated as of December 9, 1992 
              between Robert J. Kobel and the Company (10), (14)

    10.21     Employment Agreement dated January 1, 1986 between Henry E. Parker
               and the Company (10), (14)

    10.22     Amended and Restated  Management  Incentive Plan as adopted by the
              Board of Directors of the Company on December 9, 1993 and March 8,
              1994 (11), (14)

    10.23     Executive Employment Agreement dated July 8, 1993 between Craig B.
              Steinberg and the Company (11), (14)

    10.24     Executive Employment Agreement dated December 7, 1995 between 
              Robert J. Kobel and the Company (12), (14)

    10.25     Employment Agreement dated July 1, 1986 between James D. Staub and
               the Company (12), (14)

    10.26     Modification  Agreement  of  Sub-Lease  dated  February  27, 1996 
              between  the  Company and Foote,  Cone & Belding Advertising, 
              Inc. (12)

    10.27         1996 Long-Term Incentive Plan (13), (14)

    10.28     Restricted  Stock Award  Agreements  dated as of  September  17, 
              1997  executed by each of Craig B.  Steinberg  and Anthony G. 
              Miller (13), (14)

    10.29     Employment Agreement dated December 22, 1997 between James D. 
              Staub and the Company (13), (14)

                                       25
<PAGE>


    10.30     Agreement dated October 29, 1998 between William M. Knobler and 
              the Company - FILED HEREWITH (14)

    10.31     Amended and  Restated  Management  Incentive  Plan as adopted by 
              the Board of Directors of the Company on March 10, 1999 - FILED 
              HEREWITH (14)

    11.       Computation of Earnings per Share - FILED HEREWITH

    22.       Subsidiaries of the Registrant. (Exhibit 22) (1)

    25.       Power of Attorney (included as part of the "Signatures" page).

    27.       Financial Data Schedule - FILED HEREWITH

------------------------

(1)    Incorporated by reference to the exhibit number indicated to the
       Company's Registration Statement on Form S-1 filed April 21, 1986
       (Registration No. 33-5028) (the "S-1")

(2)    Incorporated  by  reference to Exhibit 3.2 to the  Company's  Annual 
       Report on Form 10-K for the year ended  December 31, 1987.

(3)    Incorporated by reference to the exhibit number indicated to Amendment 
       No. 2 to the S-1 filed June 10, 1986.

(4)    Incorporated by reference to Exhibit 4 to the Company's Form 10-Q for the
       quarter ended June 30, 1986.

(5)    Incorporated by reference to the exhibit number indicated to the
       Company's Registration Statement on Form S-8 filed March 31, 1987
       (Registration No.33-13063)

(6)    Incorporated by reference to the exhibit numbers indicated to the 
       Company's Form 8-K filed December 22, 1987.

(7)    Incorporated  by reference to the exhibit  numbers  indicated to the 
       Company's  Form 10-K for the year ended  December 31, 1986.

(8)    Incorporated  by reference to the exhibit  numbers  indicated to the 
       Company's  Form 10-K for the year ended  December 31,
       1988.

(9)    Incorporated  by reference to the exhibit  numbers  indicated to the 
       Company's  Form 10-K for the year ended  December 31, 1989.

(10)   Incorporated  by reference to the exhibit  numbers  indicated to the 
       Company's  Form 10-K for the year ended  December 31, 1992.


                                       26
<PAGE>

(11)  Incorporated  by reference to the exhibit  numbers  indicated to the  
      Company's  Form 10-K for the year ended  December 31, 1993.

(12)  Incorporated  by reference to the exhibit  numbers  indicated to the  
      Company's  Form 10-K for the year ended  December 31, 1995.

(13)  Incorporated  by reference to the exhibit  numbers  indicated to the 
      Company's  Form 10-K for the year ended December 31, 1997.

(14)  Required to be filed pursuant to the instructions to Item 14(c) of 
      Form 10-K.


                                       27

<PAGE>



                                POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose
signature appears below constitutes and appoints Martin T. Sosnoff, Craig B.
Steinberg, and Anthony G. Miller, and each of them (with full power of each of
them to act alone), his true and lawful attorneys-in-fact and agents, for him
and on his behalf, and in his name, place and stead, to execute and sign all
amendments or supplements to this Annual Report on Form 10-K, and to file the
same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do himself, and the registrant hereby confers like authority on its
behalf.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
issuer has duly caused this Annual Report on Form 10-K to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York
and State of New York, on this 10th day of March, 1999.

                      ATALANTA/SOSNOFF CAPITAL CORPORATION

                          By: s/ Martin T. Sosnoff
                             Martin T. Sosnoff
                             Chairman of the Board and
                             Chief Executive Officer

                                       28
<PAGE>




      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities and on
the dates indicated.

        Signature                    Title                        Date

        s/ William Landberg
        William Landberg             Senior Vice President,       March 10, 1999
                                      Director



        s/ Anthony G. Miller
        Anthony G. Miller           Executive Vice President,     March 10, 1999
                                     Chief Operating Officer,
                                     Chief Financial Officer
                                     (Principal Financial
                                     and Accounting Officer)

        s/ Martin T. Sosnoff
        Martin T. Sosnoff           Chairman, Chief               March 10, 1999
                                     Executive Officer,
                                     Director (Principal
                                     Executive Officer)

        s/ Craig B. Steinberg
        Craig B. Steinberg          President and                 March 10, 1999
                                     Director of Research,
                                     Director


        s/ Thurston Twigg-Smith
        Thurston Twigg-Smith        Director                      March 10, 1999



                                      29
<PAGE>

                       EXHIBIT INDEX

EXHIBIT NUMBER         DESCRIPTION                                       PAGE

10.30                  Agreement between William M. Knobler and
                       the Company

10.31                  Amended and Restated Management Incentive Plan

11                     Computation of Earnings per Share

27                     Financial Data Schedule

                                       30