FORM 10-K/A

                       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, 1996

                                      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)




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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. [ ]

Number of shares of common stock
outstanding at March 20, 1997:  8,812,401

Aggregate market value of voting
stock held by non-affiliates, as
of March 20, 1997:  $10,177,598

Documents incorporated by reference:      Proxy Statement for the 1997 Annual 
Meeting of Stockholders (incorporated in part in Form 10-K, Part III)

The undersigned Registrant hereby amends Part IV, Item 14(c) by the addition of
Financial Data Schedule, Exhibit 27.


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<TABLE>
<CAPTION>


<S>        <C>    

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

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

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

10.24      Executive Employment Agreement dated December 7, 1995 between Robert J. Kobel
           and the Company - FILED HEREWITH

10.25      Employment Agreement dated July 1, 1986 between James D. Staub and the
           Company - FILED HEREWITH

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

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.
</TABLE>

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          Pursuant to the requirements of the Securities Exchange Act of 1934,
this Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereto duly authorized.

                                            ATALANTA/SOSNOFF CAPITAL CORPORATION


                                                  Anthony G. Miller
                                            By:________________________________
                                            Anthony G. Miller,(Principal
                                            Financial Accounting Officer),
                                            Senior Vice President, Finance, on
                                            his behalf and on behalf of the
                                            Principal Executive Officer and each
                                            of the Directors of the Registrant
                                            pursuant to a Power of Attorney duly
                                            filed by Registrant pursuant to a

                                            Power of Attorney duly filed by
                                            Registrant on page 18 of
                                            Registrant's Annual Report on Form
                                            10-K for the year ended December 31,
                                            1996 and hereby incorporated herein
                                            by reference.