1                                                      Exhibit 10(d)
                                                       FORM 10-Q for the Quarter
                                                       Ended September 30, 1996

          Amendment Number 2 to 1993 Share Performance Incentive Plan

     Pursuant to resolutions adopted by the Board of Directors of AT&T Capital
Corporation (dated October 1, 1996), the AT&T Capital Corporation 1993 Share
Performance Incentive Plan (the "Plan") is hereby amended and supplemented
effective June 5, 1996 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.