EXHIBIT 10(o)
                                                          Form 10-K for 1995
                                                          File No. 1-11237


                         AT&T CAPITAL CORPORATION


          AMENDMENT NUMBER 1 TO 1993 SHARE PERFORMANCE INCENTIVE PLAN

        Pursuant to resolutions adopted by the Compensation Committee and
Executive Committee of AT&T Capital Corporation's Board of Directors (dated
November 7, 1995 and November 14, 1995, respectively), the AT&T Capital
Corporation 1993 Share Performance Incentive Plan (the "Plan") is hereby amended
and supplemented effective November 14, 1995 as set forth below:

        1.     Section 2 of the Plan is amended and supplemented by adding the 
following new paragraph (ap) at the end thereof:

                  (ap) "Private Sale" means any Change in Control that results
in, or will have the result of, the Common Stock no longer being publicly traded
on a national securities exchange or traded on the NASDAQ over-the-counter
market.

        2.     Section 5 of the Plan is amended and supplemented by adding the
following Section 5.3 at the end thereof:

        5.3 Private Sale. (a) Notwithstanding anything in Sections 5.1 or 5.2 to
the contrary, upon the occurrence of a Private Sale during the term of the Plan,
the Company shall promptly pay to each Participant (i) 100% of such
Participant's Maximum Payout (without discount) for each pending Performance
Period under the Plan and (ii) with respect to any Performance Period completed
within twelve (12) months prior to such Private Sale, the excess of (A) 100% of
the Maximum Payout for such Participant for such Performance Period over (B) the
payment actually made to the Participant for such Performance Period.

          (b) Subject to Section 5.2 hereof, following any Award Payout for
pending and completed Performance Periods under this Section 5.3, Award Payouts
with respect to any Performance Periods beginning after the occurrence of a
Private Sale will be determined in accordance with the provisions of Section 4
hereof without modification.