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		       Securities Exchange Act of 1934

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Check the appropriate box:

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     (as permitted by Rule 14a-6(e)(2))

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()   Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12



			  Chock full o'Nuts Corporation
		-----------------------------------------------
		(Name of Registrant as Specified in Its Charter)



		-----------------------------------------------
		(Name of Person(s) Filing Proxy Statement, 
		if other than the Registrant)
			 
			 
Payment of Filing Fee (Check the appropriate Box):                         

(x)   No fee required.
			 
			 
			 
			 
			 
			 
			 CHOCK FULL O'NUTS CORPORATION PRIVATE  
 
			      370 Lexington Avenue
 
			      New York, N.Y. 10017
 
				  ------------
 
		    Notice of Annual Meeting of Stockholders
 
				  ------------
 
			Thursday, December 19, 1996 at 3:00 P.M.
 
			  The Chase Building
 
				   Room 7
 
			      270 Park Avenue
 
			    New York, New York 10017
 
				  ------------
 
			  PLEASE SIGN, DATE AND RETURN
			  THE ENCLOSED PROXY PROMPTLY
 
				  ------------
 
To the Stockholders of
  CHOCK FULL O'NUTS CORPORATION:
 
  NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of 
Chock Full O'Nuts Corporation (the "Company") will be held at The 
Chase Building,Room 7, 270 Park Avenue, New York, New York 10017 on 
Thursday, December 19, 1996 at 3:00 P.M., Eastern Standard Time, for 
the following purposes: 
 
1. To elect three directors for three year terms.
 
2. To ratify the appointment of independent auditors for 1997.
 
3. To transact such other business as may properly be brought before 
the meeting or any adjournment or adjournments thereof, including 
taking  action upon the resolutions that are quoted under the heading 
Stockholder Proposals in the attached Proxy Statement, if they shall 
be brought before the meeting or such adjournment. 
 
   Only stockholders of record at the close of business on October 23, 
1996 are entitled to notice of and to vote at the meeting or any 
adjournment thereof.  
				   By Order of the Board of Directors 
					  MARTIN J. CULLEN            
					     Secretary
Dated: New York, N.Y.
 October 31, 1996
- ----------------------------------------------------------------
IMPORTANT: Whether or not you expect to attend the meeting, please 
complete, date and sign the proxy and return it promptly in the 
enclosed envelope. 

CHOCK FULL O'NUTS CORPORATION
PROXY STATEMENT
 
  This Statement is furnished to the stockholders of Chock Full O'Nuts 
Corporation (the "Company") in connection with the solicitation by the 
Board of Directors of proxies to be used at the 1996 Annual Meeting of 
Stockholders of the Company to be held at The Chase Building, Room 7, 
270 Park Avenue, New York, New York 10017 on Thursday, December 19, 
1996 at 3:00 P.M., Eastern Standard Time, and at any adjournments 
thereof. 
 
  The approximate date on which this Statement and the accompanying 
proxy will be mailed to stockholders is October 31, 1996. The 
Company's Annual Report, including financial statements, has been 
mailed to stockholders along with this Statement. 
 
  All shares represented by each properly executed, unrevoked proxy 
received in time for the meeting will be voted as specified. In the 
absence of any specification, proxies will be voted for the election 
of the three persons listed herein as nominees as directors, for the 
ratification of the appointment of Ernst & Young as the Company's 
independent auditors for 1997 and against the proposals set forth 
under the heading Stockholder Proposals. Any proxy may be revoked at 
any time prior to its exercise, by written notification to the 
Secretary of the Company. 
 
  The Board of Directors has fixed the close of business on October 
23, 1996 as the record date (the "Record Date") for the determination 
of the stockholders entitled to notice of and to vote at this meeting. 
The principal office of the Company is located at 370 Lexington 
Avenue, New York, New York 10017. 
 
  At the Record Date, the Company had outstanding approximately 
10,736,000 shares of Common Stock, par value $.25 per share. Each 
share outstanding entitles the holder thereof to one vote. 
 
  The only persons known to the Company to be the beneficial owner of 
five percent or more of the Company's Common Stock, as of the Record 
Date, are listed under "Security Ownership of Certain Beneficial 
Owners and Management" below. 
 
ELECTION OF DIRECTORS
 
  At this meeting three directors are to be elected to serve for 
three-year terms, each to hold office until his successor is duly 
elected and qualified. It is not contemplated that any nominee will be 
unable to serve as a director, but if such contingency should occur 
prior to the meeting, the persons named as proxies in the enclosed 
proxy or their substitutes (the "Proxies") will have the right to vote 
for substitute nominees. The Proxies were selected by the Board of 
Directors of the Company and are directors and officers of the 
Company. Certain information with respect to each nominee, as well as 
directors continuing in office, is stated below. 
 
Directors Nominated for Three-Year Terms:

MARTIN J. CULLEN-Mr. Cullen was elected to the Board of Directors in 
1981. He has been Vice President of the Company for over 20 years and 
in 1981 was also elected Treasurer of the Company. He is 62 years old 
and has been with the Company for over forty years. His 
responsibilities are principally in the area of purchasing and he is 
currently Secretary of the Company. 

MARVIN I. HAAS-Mr. Haas was elected to the Board of Directors in 
December 1990. In August 1993, Mr. Haas was elected Chief Executive 
Officer and in February 1995, he was elected President. He was Vice 
Chairman of the Board and Chief Operating Officer from October 1991 
until February 1995. He was a consultant to the Company from September 
1989 to May 1990. Mr. Haas was President and Chief Operating Officer 
of Swissrose International (a dairy products importer) for a period of 
more than five years through April 1987 and subsequently was a 
self-employed consultant until joining the Company. He is 54 years 
old.

R. SCOTT SCHAFLER-Mr. Schafler was elected to the Board of Directors 
in March 1993 and is President of Cortec Group, Inc. (a position he 
has held for more than five years), a New York based buyout group 
specializing in the acquisition and operation of middle market 
manufacturing companies with proprietary technology or leading 
distribution channels. He is Chairman of the Board of a Cortec Group 
affiliate, National Controls Corporation, a leading manufacturer of 
electronic controls for food service companies. He is also President 
of Cortec Capital Corporation, General Partner of Cortec Group Fund I, 
LP and the managing partner of entities which manage Cortec Group Fund 
II, LP (the Funds).  Both Funds specialize in the acquisition and 
operation of middle market manufacturing companies. He is 46 years 
old.
   

Directors Continuing in Office:

MARK A. ALEXANDER, M.D.-Dr. Alexander was elected to the Board of 
Directors in October 1993. He is Vice President of Metropolitan Life 
Insurance Company (a position he had held for more than five years). 
His responsibilities include managing the decentralized personal life 
insurance medical underwriting activities for Metropolitan. He is 46 
years old. (Term to expire at the 1997 Annual Meeting). 

NORMAN E. ALEXANDER-Mr. Alexander was elected to the Board of 
Directors in 1982. In February 1994, he was elected non-executive 
Chairman of the Board of Directors. He is Chairman and Chief Executive 
Officer of Sequa Corporation, a company providing a broad range of 
products and services to customers in commercial and government 
markets (a position he has held for more than five years). He is 82 
years old. He is also a director of Richton International Corporation. 
(Term to expire at the 1998 Annual Meeting).
  
STUART Z. KRINSLY-Mr. Krinsly was elected to the Board of Directors in 
September 1992. He is Senior Executive Vice President and General 
Counsel of Sequa Corporation, a company providing a broad range of 
products and services to customers in commercial and government 
markets (a position he has held for more than five years). He also is 
a director of Sequa Corporation. He is 79 years old. (Term to expire 
at the 1998 Annual Meeting).

HOWARD M. LEITNER-Mr. Leitner joined the Company in August 1980 as 
Chief Financial and Accounting Officer and later that year was elected 
a director. He was President of the Company from August 1986 until 
February 1995 and currently is a Senior Vice President. He has been a 
Certified Public Accountant for more than 20 years and for two years 
prior to joining the Company he was an Audit Manager for Ernst & 
Whinney (now known as Ernst & Young), the successor to S. D. 
Leidesdorf & Co., with whom Mr. Leitner had been employed as an 
accountant for the 15 preceding years. He is 55 years old. (Term to 
expire at the 1997 Annual Meeting). 

HENRY SALZHAUER-Mr. Salzhauer was elected to the Board of Directors in 
July 1992. He is a Vice President of Benjamin Partners, Inc. ("BPI"), 
an investment firm. Prior to December 1993, he was a Vice President of 
Benjamin Electrical Engineering Works, Inc. ("BEEW"), an electrical 
contracting company (a position he had held for more than five years). 
He is 61 years old. In November 1993, BEEW sold its electrical 
contracting assets, including its name, to Fischbach & Moore, Inc. 
another electrical contractor, and changed its name to BPI. (Term to 
expire at the 1997 Annual Meeting).

DAVID S. WEIL-Mr. Weil was elected to the Board of Directors in April 
1990. He is President and Chief Executive Officer of Ampacet 
Corporation, a company which is a plastics raw material producer, 
specializing in the manufacture of color and additive masterbatches 
used by plastic processors, (a position he has held for more than five 
years). He is 71 years old. (Term expire at the 1998 Annual Meeting. 

Norman E. Alexander is the father of Mark A. Alexander.  There is no 
other family relationship between any officer or director of the 
Company.

  There are five meetings of the Company's Board of Directors held 
during the Company's last fiscal year.  The Board of Directors has a 
Compensation Committee which is comprised of Virgil Gladieux, Henry 
Salzhauer and David S. Weil.  The Compensation Committee which met 
once in fiscal year 1996 performs the function of evaluating the work 
performance of the Company's executive and administrative employees 
and determining compensation for such persons.  The report of the 
compensation committee appears on pages 7 and 8 of this proxy 
statement.  The Board of Directors has a Nominating Committee 
comprised of Norman E. Alexander, Stuart Z. Krinsly and Henry 
Salzhauer which evaluates potential members of the Board of Directors. 
 The Nominating Committee seeks potential nominees for Board 
membership in many ways and will consider suggestions submitted by 
stockholders if  mailed to the Secretary of the Company.  The Board of 
Directors has an Audit Committee comprised of Mark A. Alexander, 
Virgil Gladieux, R. Scott Schafler and David S. Weil.  This Committee 
met twice relative to the Company's 1996 fiscal year.  The Audit 
Committee approved the selection of Ernst & Young as the Company's 
independent auditors and met with the auditors to review the planned 
scope and the results of the audit.  The Board of Directors has an 
Executive Committee comprised of Norman E. Alexander, Marvin I. Haas, 
Stuart Z. Krinsly and David S. Weil.  The Executive Committee may 
exercixe the power and authority of the Board of Directors when the 
entire Board is unable to convene.  All directors, except Virgil 
Gladieux, attended at least 75% of the aggregate of the total number 
of meetings of the Board of Directors and of all committees of the 
Board on which that director served.
EXECUTIVE COMPENSATION AND TRANSACTIONS WITH DIRECTORS, OFFICERS AND 
PRINCIPAL HOLDERS 
 
  The following information is furnished with respect to each of the 
five highest compensated executive officers of the Company who were 
executive officers of the Company at any time during the fiscal year 
ended July 31, 1996: 
 
COMPENSATION TABLE
 
					      Annual Compensation
						(In Thousands)
					 ------------------------- 
Name and                        Fiscal                   Other Annual 
Principal Position               Year  Salary   Bonus    Compensation 
- -------------------------     ------ ------   -----    ------------ 
							       (a) 
Marvin I. Haas                                  1996   $269           $20 
President and                                   1995    273    $104 
Chief Executive Officer                         1994    273     100

Howard M. Leitner                               1996    222            20 
Senior Vice President and               1995    225      92
Chief Financial Officer                         1994    225

Thomas Donnell                                  1996    167      72      5 
President and Chief Executive           1995    164      83
Officer of Cain's Coffee Company        1994       169      60

Martin J. Cullen                                1996    186              20 
Vice President, Secretary               1995    193      74
and Treasurer                                   1994    192

Anthony Fazzari                         1996    175      30            11 
Senior Vice President  Retail  1995    186      73
Sales and Marketing                             1994    179      23
- ------
(a) Perquisites include use of corporate automobiles (ranging between 
$2,000 and $10,000) and life insurance (ranging between $2,000 and 
$10,000). 



OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
There were no options/SARs granted during fiscal 1996 to the named 
executives.
  As of July 31, 1996, Marvin I. Haas, Howard M. Leitner, Thomas 
Donnell, Martin J. Cullen and Anthony Fazzari have options to acquire 
250,000, 16,000, 10,000, 10,000 and 10,000 shares, respectively, of 
Company Common Stock, none of which are currently exerciseable.
  Restricted stock share holdings at July 31, 1996, pursuant to 
agreements describes under Certain Relationships and Transactions 
for Mr. Leitner and Mr. Cullen amounted to 54,939 shares and 5,493 
shares, respectively.
  The Company has established a Benefits Protection Trust with Shawmut 
Bank, N.A. (the Trust Fund) and has contributed $700,000 thereto.  
The Trust Fund is to be used for litigation expenses incurred by 
Company employees, including all executive officers of the Company, in 
the event that after a Change-in-Control (as defined) the new 
management of the Company refuses to pay benefits under any employment 
contract or any employee benefit plan maintained by the Company.
  As compensation for their services, each independent director (i.e. 
a director who is not also an officer or employee of the Company) is 
paid $16,000 in cash.  Eash independent director who is a member of 
the Audit Committee or the Compensation Committee is paid $1,000 for 
attendance at a meeting of the Committee on which he serves.  The 
Company does not pay director fees to directors who are employees of 
the Company.
  Annual pension payments as of July 31, 1996 under the Company's 
defined benefit plan which would be payable for Messr. Haas, Leitner, 
Donnell, Cullen and Fazzari (assuming normal retirement date) amount 
to approximately $23,000, $42,000, $11,000, $109,000 and $33,000.


  
Report of the Compensation Committee on Executive Compensation
  
  The Compensation Committee's responsibilities  include establishing 
the Company's policies  governing compensation of officers and other 
key executives of the Company. The Committee's principal objective in 
setting such policies is to develop a program designed to attract and 
retain officers and other key executives critical to the success of 
the Company and to reward and motivate those executives for 
performance which enhances the profitability of the Company and 
creates value for its shareholders. 
 
 To achieve these objectives, the Compensation Committee has developed 
a competitive, market-driven base salary program coupled with an 
annual incentive cash bonus plan geared toward performance. Base 
salaries, prior to bonus awards, for officers and key executives have 
been fixed at levels believed to be within a competitive range for 
comparable positions in comparable companies. The President and Chief 
Executive Officer can receive a bonus of from 25% to 90% of base pay 
dependent upon the achievement of certain targeted levels of earnings 
per share and a return on net assets at an agreed upon percent. The 
President and Chief Executive Officer of Cain's Coffee Company can 
receive a bonus of from 25% to 45% of base pay dependent upon a return 
 on net assets at an agreed upon percentage of such company. Both the 
Senior Vice President and Chief Financial Officer and the Vice 
President, Secretary/Treasurer can receive a bonus from 12.5% to 45% 
of base pay dependent upon the achievement of certain targeted levels 
of earnings per share and a return on net assets at an agreed upon 
percent. The Senior Vice President of Retail Sales and Marketing can 
receive a bonus of from 22.5% to 45% of base pay dependent upon sales 
volume and a return on net assets and operating profit at an agreed 
upon percent. In addition, certain other officers and key executives 
can receive a bonus up to 45% of base pay based on specified levels of 
sales volume, margins, purchasing efficiencies,  manufacturing plant 
expenditures, operating  results, a return on net assets at an agreed 
upon percent and the achievement of certain targeted levels of 
earnings per share. Tying a significant portion of overall executive 
compensation to the achievement of performance objectives and thus 
making such bonus "at risk" is believed to align the financial 
interests of the participating executives with those of the Company 
and its shareholders. The bonus is only paid if the executive is 
employed as at the last day of the fiscal year. In addition, 
non-qualified stock options are also granted, from time to time, based 
upon long-term corporate objectives and individual circumstances. In 
determining long-term incentive grants, the Compensation Committee has 
set shareholder value creation as a priority. During fiscal 1996, no 
non-qualified stock options were granted to the named executives.  The 
incentive cash bonus program for fiscal 1996 was reviewed for the 
Compensation Committee by a senior external compensation consulting 
specialist and found to utilize accepted incentive compensation 
techniques, including quantifiable operating objectives that must be 
met to receive an incentive award and structures that tie awards 
directly to performance through sliding scale payout schedules that 
include performance thresholds and payout caps.  
 
  The base salary levels for the President and Chief Executive Officer 
and all other officers and key executives are reviewed and approved by 
the Compensation Committee based upon competitive salary data 
developed for the Committee in consultation with the senior external 
compensation consulting specialist. This data includes salaries paid 
to executives at comparable corporations and is affected by overall 
salary movement in the workplace, generally, and the food industry in 
which the Company operates. Salary changes are recommended to the 
Compensation Committee based upon a comparison between each 
executive's base pay and those of other companies of similar size in 
the food industry, the length of service of each executive and how 
well each executive has performed in relation to predetermined goals 
and other operational issues which may have arisen during the 
preceding year. 
 
  


  Compensation for the Chief Executive Officer for 1996 was determined 
in accordance with the preceding factors. Mr. Haas' compensation also 
reflected his inclusion in the incentive bonus program which can 
provide a substantial part of his overall potential compensation 
dependent upon the performance of the Company.

COMPENSATION COMMITTEE

Virgil Gladieux, Chairman
HENRY SALZHAUER
DAVID S. WEIL

			      COMPANY PERFORMANCE

  The following graph shows a five year comparison of cumulative total 
returns for the    Company, the S&P 500 composite index and a Peer 
Group whose members currently constitute the S&P Midcap 400 Index for 
Foods and Beverages (Midcap 400 Index).  The Midcap 400 Index 
includes the following companies: Dean Foods Co., Dole Food Inc., 
Dreyers Grand Ice Cream Inc., Flowers Inds Inc., lbp Inc., 
International Multifoods Corp., Lance Inc., McCormick & Co. Inc., 
Michael Foods Inc., Savannah Foods & Inds Inc., JM Smucker Co., Tyson 
Foods Inc. and Universal Foods Corp.



 
				     CHART





















 

 

 
 
		 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
  In March 1987 and January 1988, the Company issued an aggregate of 
500,000 shares of its common stock to certain senior key executives 
pursuant to the Company's Incentive Compensation Plan under restricted 
stock agreements which provide that the shares are to vest ratably 
over a period of 14 years. The unvested portion of the shares are 
subject to forfeiture in the event the Company terminates employment 
for Cause or the employee terminates employment for a reason other 
than death, disability, retirement at or after normal retirement date 
or Good Reason and to accelerated vesting in the event of termination 
of employment by the Company for any reason other than Cause or 
termination of employment by the employee for Good Reason, death, 
disability or retirement. Messrs. Howard Leitner and Martin Cullen 
were awarded 100,000 and 10,000 shares, respectively, pursuant to 
these agreements. The number of shares distributed to participants was 
based upon the fair value of the shares at the date of the award which 
takes into account the market price of the shares on such date as well 
as the length and nature of the restrictions imposed upon the award. 
The fair value of the shares awarded to Messrs. Leitner and Cullen, 
respectively, pursuant to these agreements was $290,000 and $29,000. 
 
  Certain of the Company's employees (including, but not limited to 
officers) are furnished with an automobile in connection with their 
business duties. 
 
  The Board of Directors has adopted an Unfunded Directors Retirement 
Plan (the "Directors Plan") for directors who are not and never have 
been employees of the Company (the "Outside Directors"). Each Outside 
Director who retires from the Board with at least five full years of 
service as a director of the Company shall, at the latter of age 65 or 
on the date on which such director retires from the Board (the 
"Payment Date") receive for a period of 10 years from the Payment Date 
an annual cash benefit payment (the "Retired Director's Fee") equal to 
the regular annual director's fee in effect upon such director's 
retirement; provided, however, that if such director is terminated as 
a director following a change in control (as defined in the Company's 
Severance Benefit Payment Plan) the balance of such director's then 
current term shall be credited toward his five-year service 
requirement and in addition, the surviving spouse of any director who 
dies (in office or after retirement) after meeting the foregoing age 
and service requirements shall receive or continue to receive such 
director's benefits for the balance of the 10 year period during which 
the deceased director was entitled thereto, and payment of such 
Retired Director's Fee shall terminate upon the death of any such 
director and such director's surviving spouse. Benefits are currently 
being paid to the surviving spouse of a deceased director. As of the 
date hereof, three Outside Directors meet the age and service 
requirements for the receipt of benefits in the event of their 
retirement, one of thosedirectors (Virgil Gladieux) is retiring as of 
the date of the annual meeting and will thereafter begin receiving 
benefits.
 
  In December 1988, March 1989, January 1991 and April 1991 the Chock 
Full O'Nuts Corporation Employee Stock Ownership Plan purchased shares 
of the Company's common stock from certain directors and officers as 
more fully described under the section headed "Employee Stock 
Ownership Plan". 
 
				  PENSION PLAN
 
  The Chock Full O'Nuts Corporation Pension Plan is a noncontributory 
defined benefit plan covering all non-union employees of the Company. 
Employees become eligible for membership in the Plan on the 
anniversary dates coinciding with or next following the date of 
attainment of age 201/2 and completion of a year of service. 
Participants become fully vested after 5 years of service. Prior 
thereto there are no benefits payable under the Plan. 
 
  



The Plan provides normal retirement benefits, reduced early retirement 
benefits and increased post-retirement benefits which are available at 
the employee's option. Benefits are payable in the form of a straight 
life annuity or a 50% joint and survivor annuity. At Normal Retirement 
(age 65) or Postponed Retirement (age 70), a participant receives an 
annual pension payable in equal monthly installments equal to 2% of 
his final 5 year average compensation times credited service to a 
maximum of 50% of the final 5 year average compensation. Credited 
service includes years of service rendered after reaching age 22. The 
years of credited service under the Plan at July 31, 1996 of Messrs. 
Haas, Leitner, Donnell, Cullen, and Fazzari are 6, 16, 2, 25, and 8, 
respectively. 
 
  Marvin I. Haas and Howard M. Leitner are the Trustees of the Plan.
 
  The table below shows the estimated annual pension benefits at 
normal retirement age to an employee upon retirement under the Plan. 
 
   Final                                                
  Average                                               
 Earnings  15 Years 20 Years 25 Years 30 Years 35 Years 
- ---------- -------- -------- -------- -------- -------- 
$300,000                                                
and higher  $90,000 $120,000 $120,000 $120,000 $120,000 
$250,000     75,000  100,000  120,000  120,000  120,000 
$200,000     60,000   80,000  100,000  100,000  100,000 
$150,000     45,000   60,000   75,000   75,000   75,000 
$100,000     30,000   40,000   50,000   50,000   50,000 

 401(k) CASH OR DEFERRED COMPENSATION PLAN


The Company maintains a tax-qualified 401(k) cash or deferred 
compensation plan that covers certain employees who have completed one 
year of service and attained age 20.  Participants are permitted, 
within the limitations imposed by the Internal Revenue Code, to make 
pre-tax contributions to the plan pursuant to salary reduction 
agreements.  The contributions of the participants are held in 
separate accounts which are always fully vested.

			   
DEFERRED COMPENSATION PLAN
 
  The Chock Full O'Nuts Deferred Compensation Plan for certain key 
executives (the "Deferred Compensation Plan") became effective August 
1, 1987. The purpose of the Deferred Compensation Plan is to 
supplement the pension benefits available to certain officers and key 
employees of the Company under the Chock Full O'Nuts Corporation 
Pension Plan and to further the growth in the earnings of the Company 
by offering long-term incentives to such officers and key employees 
who will be largely responsible for such growth. While the arrangement 
is considered unfunded for tax purposes, the Company and Wachovia Bank 
& Trust Company have entered into a grantor trust agreement 
establishing a trust fund to aid the Company in accumulating the 
amounts necessary to satisfy its liability for deferred compensation 
benefits. The assets of the trust will at all times be subject to the 
claims of the Company's creditors. The Company will make contributions 
annually in an amount which will fully fund each covered executive's 
benefit as of his expected retirement, and will make payments of 
deferred compensation benefits to the extent the trust does not. 
 
  Pursuant to the provisions of the Deferred Compensation Plan, the 
Compensation Committee of the Board shall determine those employees 
who shall be entitled to participate in the Deferred Compensation Plan 
and the amount of the supplemental benefits to be paid to any such 
participant. Upon such determination, such employee and the Company 
shall enter into a deferred compensation agreement which specifies the 
amount and rights of such 
participant to receive supplemental pension benefits. 
 
  As of the date hereof there are no deferred compensation agreements 
outstanding under the Deferred Compensation Plan. 
 
			 
	EMPLOYEE STOCK OWNERSHIP PLAN
 
  In November 1988, the Company's Board of Directors approved the 
Chock Full O'Nuts Corporation Employee Stock Ownership Plan ("ESOP") 
which is a noncontributory plan established to acquire shares of the 
Company's common stock for the benefit of all eligible employees. In 
December 1988, March 1989, February 1990, January 1991, April 1991, 
May 1995 and September 1995 the Company loaned the ESOP $1,000,000, 
$750,000, $1,140,000, $325,000, $675,000, $500,000 and $500,000, 
respectively, to be repaid in equal annual installments over eight 
years from the date of the loan with interest primarily at 9% and 10%. 
With the proceeds of the December 1988 and March 1989 loans, the ESOP 
purchased approximately 110,000 and 85,000 shares of the Company's 
common stock from certain directors and officers at a price of $8.125 
and $8 per share (the then current market prices). With the proceeds 
of the January 1991 and April 1991 loans, the ESOP purchased 
approximately 134,000 shares of the Company's common stock from 
certain directors, officers and employees at prices of $5.625 and 
$7.75 per share (the then current market prices). Howard Leitner and 
Martin Cullen sold approximately 57,100 and 12,700, respectively, of 
such shares, to the ESOP for which they received approximately 
$429,000 and $120,000. With the proceeds of the February 1990, May 
1995 and September 1995 loans, the ESOP purchased approximately 
371,000 shares of the Company's common stock in the open market at 
prices between $5.50 and $6.50 per share(the then current market 
prices). Each full-time employee of the Company who is not represented 
by a labor union is eligible to participate in the ESOP on the date 
which is one year after the date of his employment by the Company. All 
such participating employees are vested in those shares allocated to 
their specific accounts after a period of five years. Shares are 
allocated to participant's accounts annually based upon the annual 
compensation (up to $150,000) earned by each participant. As the 
Company makes annual contributions to the ESOP, these contributions 
are used to repay the loans to the Company, together with accrued 
interest. Deferred compensation equal to the loans has been recorded 
as a reduction of stockholders' equity representing the Company's 
prepayment of future compensation expense. As the loans are repaid, 
common stock is allocated to ESOP participants and deferred 
compensation is reduced by the amount of the principal payment on the 
loans. Marvin I. Haas and Howard M. Leitner are the administrators of 
the ESOP. 
 
  As of the date of this proxy statement a total of 3,851 shares, 
3,719 shares, 942 shares, 5,347 shares and 4,779 shares of common 
stock were allocated to each of the accounts of Messrs. Haas, Leitner, 
Donnell, Cullen and Fazzari, respectively. 
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
 
  The following table sets forth, as of October 8, 1996, the shares of 
the Company's Common Stock owned beneficially by the present directors 
and nominees of the Company individually and by all present directors, 
nominees and executive officers of the Company as a group: 
 
	    Name of                   Common Stock         Percent  
       Beneficial Owner            Beneficially Owned    of Class     
- ------------------------------ --------------------- ------------ 
Marvin I. Haas                               416,124(1)   3.9%(1) 
Howard M. Leitner                            318,061(1)   3.0%(1) 
Mark A. Alexander                              1,920(2)
Norman E. Alexander                           46,179(3)     *
Martin J. Cullen                              16,779        *
Virgil Gladieux                               54,776(4)     *
Stuart Z. Krinsly                              1,280(5)     *
Henry Salzhauer                                6,075(6)     *
R. Scott Schafler                              3,182        *
David S. Weil                                  6,796        *

All Directors and executive officers as      
a group (14 persons), including the           
above named persons                1,501,821(1)(2)     14.0%(1)
- ------
* Less than 1% of class.

(1) Includes 254,100 shares owned by the Chock Full O'Nuts Corporation 
Pension Trust of which Marvin I. Haas and Howard M. Leitner are the 
Trustees. See Pension Plan.
(2) Represents shares which would be received upon conversion of 
$15,000 of the Company's 8% Convertible Subordinated Debentures. 
(3) Includes 44,884 shares owned by Galleon Syndication Corporation of 
which Norman E. Alexander owns 100% of the issued and outstanding 
capital stock. 
(4) Includes 50,050 shares owned by Advanced Restaurant Concepts, Inc. 
of which Virgil Gladieux owns 100% of the issued and outstanding 
capital stock.  Mr Gladieux will not be continuing as a directors 
after December 19, 1996.
(5) Represents shares which would be received upon the conversion of 
$10,000 of the Company's 8% Convertible Subordinated Debentures. 
(6) Represents shares which would be received upon the conversion of 
$50,000 of the Company's 7% Convertible Senior Subordinated 
Debentures. 
 
  The following tables sets forth, as of October 8, 1996, the shares 
of the Company's Common Stock owned beneficially by persons known to 
the Company to own more than five percent of the outstanding shares of 
the Common Stock of the Company: 
 
				  Common
				   Stock              Percent
				  Beneficially          of
Name and Address                     Owned               Class        
- ------------------------ --------------------- ----------------- 
Chock Full O'Nuts Corporation  
Employee Stock Ownership Plan
Chock Full O'Nuts Corporation
370 Lexington Avenue               705,092(1)             6.6%(1)
New York, New York 10017
Gabelli Funds, Inc.   
One Corporate Center  
Rye, New York 10580                1,585,390(2)          13.6%(2)
Dimensional Fund Advisors Inc. 
1299 Ocean Avenue        
11th Floor     
Santa Monica, California 90401       771,390(3)           7.2%(3)
David L. Babson & Company, Inc.  
One Memorial Drive 
Cambridge, Massachusetts 02142       687,823(4)           6.4%(4)
HBK Investments Holdings, L.P. 
777 Main Street 
Suite 2750 
Fort Worth, Texas 76102              835,482(5)           7.2%(5)
The TCW Group, Inc.
865 South Figueroa Street
Los Angeles, California  90017       920,788(6)           8.6%(6)
- ------




 
(1) See "Employee Stock Ownership Plan".
(2) Includes 500,121 shares which would be received upon conversion of 
$4,116,000 of the Company's 7% Convertible Senior Subordinated 
Debentures and 389,372 shares which would be received on conversion of 
$3,041,000 of the Company's 8% Convertible Subordinated Debentures. 
This information has been confirmed to the Company by Gabelli Funds 
Inc. on October 16, 1996. 
(3) This information has been confirmed to the Company by Dimensional 
Fund Advisors, Inc. on October 8, 1996. 
(4) This information has been confirmed to the Company by David L. 
Babson & Company on October 8, 1996. 
(5) Represents shares which would be received upon conversion of 
$6,876,000 of the Company's 7% Convertible Senior Subordinated 
Debentures as  reported on Amendment     No.4 to Schedule 13G on 
September 19,1996. 
(6) The information has been conformed to the Company by The TCW 
Group, Inc. on October 8, 1996.


	      RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
 
  The Directors propose that the stockholders ratify the appointment 
of Ernst & Young as the Company's independent auditors for 1997. Ernst 
& Young has been the Company's independent auditors for the last 
seventeen years. The report of Ernst & Young with respect to the 
Company's financial statements appears in the Company's annual report 
for the fiscal year ended July 31, 1996. A representative of Ernst & 
Young will be at the annual meeting and will have an opportunity to 
make a statement if he desires to do so and will be available to 
respond to appropriate questions. In the event the stockholders fail 
to ratify the appointment, the Directors will consider it a directive 
to consider other auditors for a subsequent year. 
 
  Approval of the foregoing proposal requires the affirmative vote of 
a majority of the votes cast. 
 
  The Board of Directors recommends a vote FOR this proposal.




STOCKHOLDERS PROPOSALS
Proposal 1
John J. Gilbert, who resides at 29 East 64th Street, New York, NY  
10021, is the owner of 140 shares, and Margaret R. and/or John J. 
Gilbert trustees U/W of Minnie D. Gilbert for 212 shares, and also 
trustees U/W of Samuel Rosenthal for 424 shres, and both representing 
an additional family interest of 703 shares, has advised the Company 
of his intention to introduce the following resolution at the meeting:

RESOLVED:  That the stockholders of Chock full o'Nuts Corporation, 
assembled in annual meeting in person and by proxy, hereby request 
that the Board of Directors take the needed steps to provide that at 
future elections of directors new directors be elected annually and 
not by classes as is now provided and that on expiration of present 
terms of directors their subsequent election shall also be on an 
annual basis.


REASONS: Support along the lines we suggest were shown at the 1990 
annual meeting when 22%,  owners of 1,597,301 shares, were cast in 
favor of this proposal.  The vote against included 1,846,404 unmarked 
proxies.  ARCO to its credit, voluntarily ended theirs stating that 
when a very high percentage (34.6%) desired it to be changed to an 
annual election it was reason enough for them to change it.  Several 
other companies have followed suit such as:  Pacific Enterprises, Katy 
Industries, Hanover Direct and others.  A few years ago my resolution 
on the subject was withdrawn when the Westinghouse directors agreed to 
end their stagger system.  At the recent Lockheed-Martin merger the 
stagger system was ended and also at a special merger meeting of First 
Commerce Corporation in 1995.  Further, Allegheny Power System tried 
to put in a stagger system, as well as take away cumulative voting, 
and the stockholders defeated it, showing stockholders are interested 
in their rights. 

Because of the normal need to find new directors and because of 
environmental problems and the avalanche of derivative losses and many 
groups desiring to have directors who are qualified on the subjects, 
we think that ending the stagger system of electing directors is the 
answer.  Some recommendations have been made to carry out the CERES 10 
points.  The 11th, in our opinion, should be to end staggered boards 
and to have cumulative voting. 

Equitable Life Insurance Company, which is now called Equitable 
Companies, converted from a policy owned company to a public 
stockholder meeting.  Thanks to AXA, the comptrolling French insurance 
company not wanting it they now do not have a staggered board. 

Orange and Rockland Utility Company had a terrible time with the 
stagger system and its 80% clause to recall a director.  The chairman 
was involved in a scandal effecting the company.  Not having enough 
votes, the meeting to get rid of the chairman had to be adjourned.  
Finally, at the adjourned meeting enough votes were counted to recall 
him. 

If you agree, please mark your proxy FOR; if you disagree mark 
AGAINST.  NOTE:  Proxies not marked will be voted against this 
resolution.

___________________


MANAGEMENT COMMENTS


The Board of Directors recommends a vote AGAINST this resolution.

The resolution providing for the Company's Board of Directors to be 
divided into three classes of directors serving staggered three-year 
terms was adopted by the stockholders of the Company at its 1986 
annual meeting wherein approximately 73.5% of the shares voted were 
voted in favor of the resolution.
A Proposal by the same shareholder who has advised the Company of his 
intention to introduce the above resolution was submitted at the 
Company's 1987, 1988 and 1990 Annual Meetings and were defeated when 
approximately 61%, 68% and 78%, respectively, of the shares voted were 
voted against such shareholder's resolution.

As stated at the time of the adoption of the resolution, the Board of 
Directors of the Company believes that a classified Board of Directors 
is advantageous to the Company and its stockholders.  By providing 
that directors will serve three-year rather than one-year terms, the 
continuity and stability of the composition of the Company's Board of 
Directors and of the policies formulated by the Board will be 
enhanced.  The Board believes that the assurance of continuity and 
stability are important to the continued success of the Company.  The 
Board also believes that this, in turn, will permit it more 
effectively to represent the interests of all stockholders, including 
responding to circumstances created by demands or actions of a 
particular stockholder or group of stockholders.


Proposal 2

   Mark Kreiger, who resides at 2098 Lower Lake Drive, Santa Ana, CA, 
92705 is the owner of 10,000 shares, has advised the Company of his 
intention  to introduce the following resolution at the meeting:
	RESOLVED, that each Director shall be required to own at least 
10,000 shares of Company Stock.  This minimum, yet modest investment 
will provide additional incentive for Director excellence and more 
importantly; a keen interest in the direction of stock price.
If you agree, please your proxy FOR; if you disagree mark AGAINST.  
NOTE:  Proxies not marked will be voted against this resolution
	MANAGEMENT COMMENTS
The Board of Directors recommend a vote AGAINST this resolution.
The Company encourages each of its directors to own securities of the 
Company.  As a matter of fact, each current director beneficially owns 
shares of Company stock.
  However, the Company does not believe that a director be required to 
own any minimum number of shares, because any such minimum number 
might, because of financial contraints and other reasons, make it 
impossible for a qualified person to serve as a director of the 
Company and thereby deny the Company the benefits of the advice and 
counsel of such person.
  While, as stated above, the Company encourages each and every 
director to continue to invest in the Company, the Company does not 
believe that a means test is an appropriate factor in determining 
whether or not a person should serve as a director of the Company. The 
Company would only nominate directors who would take such obligations 
seriously and therefore, the Company does not believe ownership of a 
minimum number of shares of Company stock is a necessary test for 
serving as a director, nor will such ownership change in any manner 
the performance by a director of his duties and responsibilities to 
the Company's shareholders.

STOCKHOLDER PROPOSALS

  Stockholder proposals intended to be presented at the Company's 1997 
Annual Meeting must be received by the Company for inclusion in the 
Company's proxy statement relating to that meeting not later than July 
27, 1997. Such proposals should be addressed to Martin J. Cullen, 
Secretary, Chock Full O'Nuts Corporation, 370 Lexington Avenue, New 
York, New York 10017. 
 
				 OTHER MATTERS
 
  The management knows of no other business which will be presented 
for consideration at the Annual Meeting other than that stated in the 
notice of meeting, except that the minutes of the Annual Meeting of 
Stockholders held December 19, 1995, will be presented for approval as 
to form but such action is not to constitute approval or disapproval 
of any of the matters referred to in such minutes. If, however, any 
other matters shall properly come before the Annual Meeting, it is 
intended that the persons named in the enclosed proxy, or their 
substitutes, will vote the proxies in accordance with their best 
judgment in such matters.  The cost of this proxy solicitation and any 
additional material relating to the meeting which may be furnished to 
the stockholders will be borne by the Company. In addition, 
solicitation by telephone, telegraph or other means may be made 
personally, without additional compensation, by officers, directors 
and regular employees of the Company. The Company also will request 
brokers, dealers, banks and voting trustees and their nominees holding 
shares of record but not beneficially to forward proxy soliciting 
material to beneficial owners of such shares, and the Company, upon 
request, will reimburse them for their expenses in so doing. The 
Company has also retained Hill and Knowlton to aid in solicitation of 
proxies at an anticipated aggregate cost not in excess of $30,000. 
 
  A copy of the Company's Annual Report to the Securities and Exchange 
Commission on Form 10-K, without exhibits, will be provided without 
charge to any stockholder submitting a written request. Such request 
should be addressed to Martin J. Cullen, Secretary, Chock Full O'Nuts 
Corporation, 370 Lexington 
Avenue, New York, New York 10017. 
 
			     By Order of the Board of Directors
 
					  MARTIN J. CULLEN
					       Secretary
Dated: New York, New York
 October 30, 1996

  CHOCK FULL O'NUTS CORPORATION

This proxy solicited by the Board of Directors for the Annual Meeting 
on December 19, 1996 
 
  The undersigned hereby appoints Marvin I. Haas and Howard M. 
Leitner, and each of them, with full power of substitution, the 
attorneys and proxies of the undersigned to attend the Annual Meeting 
of Stockholders of Chock Full O'Nuts Corporation to be held December 
19, 1996 at 3:00 P.M., Eastern Standard Time and at any adjournment or 
adjournments thereof, hereby revoking any proxies heretofore given, to 
vote all shares of stock of the Company held or owned by the 
undersigned as indicated on the proposals as more fully set forth in 
the Proxy Statement, and in their discretion upon such other matters 
as may come before the meeting. 
 
1. Election of Directors: for a three-year term  Martin J Cullen, 
Marvin I Haas and R Scott Schafler

  FOR all nominees  WITHHOLD authority to vote for all nominees.
 
  FOR all nominees, EXCEPT nominee(s) written below.
- -------------------------------------------------------------------
The Board of Directors recommends a vote FOR all nominees.
 
2.  Proposal to ratify the appointment of independent auditors for 
1997.
 
 FOR AGAINST ABSTAIN
The Board of Directors recommends a vote FOR Proposal 2.

3.  Stockholder Proposals:  The Board of Directors recommends a vote 
AGAINST the following:

Stockholder Proposal I - Staggered Board  ()Against ()For ()Abstain
Stockholder Proposal II - Minimum Ownership
				  of stock             ()Against ()For ()Abstain
- ------------
(continued and to be signed on reverse side)
  The shares represented by this proxy will be voted as directed or if 
no direction is indicated, will be voted FOR the election of each of 
the nominees and FOR Proposal 2 and against Stockholder Proposals I 
and II.
The undersigned hereby acknowledges receipt of the Notice of and Proxy 
Statement for the aforesaid Annual Meeting. 
 
  Date and sign exactly as name appears hereon. Each joint Tenant must 
sign. When signing as Attorney, Executor, Trustee, etc., give full 
title. If signer is corporation, sign in full corporate name by 
authorized officer. 
 
     ..                                         (Date of Above)
     ..                                 (Signature of Stockholder)
     ..                                 (Signature of Stockholder)
 

 
 


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