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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
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                                  FORM 10-K/A
 
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<S>              <S>
   (MARK ONE)
      [X]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                 THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED,
                 EFFECTIVE OCTOBER 7, 1996).
                 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 ____________
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                        COMMISSION FILE NUMBER 001-11345
 
                          CAPSTONE CAPITAL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)
 
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<S>                                              <C>
                   MARYLAND                                        63-1115479
         (State or Other Jurisdiction                           (I.R.S. Employer
       of Incorporation or Organization)                       Identification No.)
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                       1000 URBAN CENTER DRIVE, SUITE 630
                           BIRMINGHAM, ALABAMA 35242
          (Address of Principal Executive Offices, Including Zip Code)
 
                                 (205) 967-2092
              (Registrant's Telephone Number, Including Area Code)
 
          Securities registered pursuant to Section 12(b) of the Act:
 
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<CAPTION>
                                                              NAME OF EACH EXCHANGE
              TITLE OF EACH CLASS                              ON WHICH REGISTERED
              -------------------                             ---------------------
<C>                                              <C>
    Common Stock, $.001 par value per share               New York Stock Exchange, Inc.
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       Securities registered pursuant to Section 12(g) of the Act:  None
 
     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/A or any amendment to
this Form 10-K/A.  [ ]
 
     The aggregate market value of the shares of Common Stock (based upon the
closing price of these shares on the New York Stock Exchange, Inc. on March 14,
1997) of the Registrant held by non-affiliates on March 14, 1997, was
approximately $331,205,388.
 
     As of March 14, 1997, 14,288,529 shares of the Registrant's Common Stock
were outstanding.
 
     (2) Part III incorporates by reference portions of the Capstone Capital
Corporation Annual Proxy Statement for the fiscal year ended December 31, 1996
(to be filed with the Commission on or about March 27, 1997). Part IV
incorporates by reference portions of the Capstone Capital Corporation Annual
Report for the fiscal year ended December 31, 1996 (to be filed with the
Commission on or about March 27, 1997).
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                                   SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Birmingham, State of Alabama, on September 16, 1997.
 
                                          CAPSTONE CAPITAL CORPORATION
 
                                          By:     /s/ JOHN W. MCROBERTS
                                            ------------------------------------
                                                     John W. McRoberts,
                                               President and Chief Executive
                                                           Officer
 
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                               INDEX TO EXHIBITS
 
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<CAPTION>
EXHIBIT
  NO.                                  DESCRIPTION
-------                                -----------
<C>       <S>  <C>                                                           <C>
13.1      --   Management's Discussion and Analysis of Financial Condition
               and Results of Operations, incorporated by reference in the
               Form 10-K/A to the Capstone Capital Corporation Annual
               Report to Shareholders for the fiscal year ended December
               31, 1996.
23.1      --   Consent of KPMG Peat Marwick LLP.
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