June 9, 2003

Bear Stearns Securities Corp.
383 Madison Avenue
New York, New York 10179


    RE:  MARTIN T. SOSNOFF
         A/C# 497-59188
         6,916,000 SHARES OF ATALANTA/SOSNOFF CAPITAL CORP
         WITH RESTRICTIVE LEGEND.
         ("THE SHARES")


Ladies and Gentlemen:


       In connection with my pledge of the Shares to Bear, Stearns Securities
Corp. ("Bear") subject to and in accordance with the terms of the Bear Stearns
Customer Agreement, the undersigned hereby represents and warrants as follows:


       1. The shares are owned by the undersigned free and clear of any liens,
claims and encumbrances of any nature whatsoever, other than the security
interest of Bear, and are fully paid for and nonassessable.


       The undersigned has been the beneficial owner of the Shares for a period
of not less than two years as calculated in accordance with Rule 144 under the
Securities Act of 1933, as amended.


       2. The undersigned has the sole legal right, power and authority to sell,
pledge, transfer and deliver the Shares, and authorizes Bear Stearns to have the
shares reregistered into Bear's name.


       3. The undersigned hereby authorizes Bear (and any of its affiliates,
agents and representatives) to make any inquiry of the issuer of the Shares, its
transfer agent and counsel, as Bear may deem necessary or advisable in
connection with the pledge and any disposition of the Shares. The undersigned
agrees to execute and deliver, or cause to be executed and delivered, all such
further instruments and documents, and to take all such other actions and to do
all such things from time to time as Bear may reasonably request in connection
with any disposition of the Shares in accordance with the terms of its Customer
Agreement.



Very truly yours,



/s/ Martin T. Sosnoff
- ---------------------
Martin T. Sosnoff