SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For Quarter Ended:                                Commission File Number: 1-9137
March 31, 1997

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

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

  101 PARK AVENUE, NEW YORK, NEW YORK                                   10178
(Address of principal executive offices)                              (zip code)

                                 (212) 867-5000
              (Registrant's Telephone Number, including area code)

             ______________________________________________________
              (Former name, former address and former fiscal year
                          if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve 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 ___

As of May 8, 1997 there were 8,812,401 shares of common stock outstanding.


     Registrant hereby amends its Quarterly Report for the quarter ended March
31, 1997 on Form 10-Q dated May 9, 1997, as filed May 13, 1997 by substitution
for the text of Part I , Item 2, Management's Discussion and Analysis of Results
of Operations and Financial Condition, IV. Liquidity and Capital Resources, at
page 12 thereof, the text set forth herein.

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Part I. Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition.

IV. Liquidity and Capital Resources

     At March 31, 1997 the Company had cash and cash equivalents totaling $6.8
million, compared with $5.6 million at the end of 1996. Operating activities
provided net cash inflows of $2.1 million in the three months ended March 31,
1997, compared with $672,000 in the same period in 1996. This reflects the
changing levels of operating income and net income over those periods. Net cash
used in investing activities totaled $911,000 in the March, 1997 quarter,
compared with $6.9 million in the similar 1996 period. This reflects the
Company's increased commitment to marketable securities over those periods.

     Investments in marketable securities aggregated $51.5 million at March 31,
1997, compared with $51.4 million at the end of 1996. Shareholder's equity
totaled $64.7 million at March 31, 1997, compared with $61.6 million at the end
of 1996, primarily due to net income of $2.2 million recorded in the first
quarter of 1997. The Company has adopted SFAS No. 115, and it resulted in a net
unrealized gain of $1.7 million in shareholder's equity at March 31, 1997,
compared with $861,000 at the end of 1996. At March 31, 1997, the Company had no
liabilities for borrowed money.

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

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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                      Atalanta/Sosnoff Capital Corporation

Date: July 14, 1997   /s/ Martin T. Sosnoff
                      Martin T. Sosnoff
                      Chairman of the Board and Chief
                      Executive Officer

Date: July 14, 1997   /s/ Anthony G. Miller
                      Anthony G. Miller
                      Senior Vice President, Finance and
                      Chief Financial Officer

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