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


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For Quarter Ended:
June 30, 2002                                    Commission File Number: 1-9137


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


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


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


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


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      (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 or 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 following
requirements for the past 90 days.

Yes  [X]       No  [ ]

As of August 13, 2002 there were 8,528,707 shares of common stock outstanding.





                           Part II - Other Information


Item 6. Exhibits and Reports on form 8-K is hereby amended by adding the
following exhibits:


(a).  Exhibits

Exhibit 99.1       Certification Pursuant To 18 U.S.C. Section 1350, As Adopted
                   Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002

Exhibit 99.2       Certification Pursuant To 18 U.S.C. Section 1350, As Adopted
                   Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002


(b).  Reports on Form 8-K

                                      None




                                    SIGNATURE

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


                              By: /s/ Kevin S. Kelly
                                 -----------------------------------------------
Date: August 14, 2002             Kevin S. Kelly, Senior Vice President, Finance
                                  And Chief Financial Officer