<PAGE> 1
                        SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC  20549
                                    __________

                                     FORM S-8
                              Registration Statement
                                       Under
                            The Securities Act of 1933
                                    __________ 

                                    AT&T CORP.

             A New York                       I.R.S. Employer
             Corporation                      No. 13-4924710

             32 Avenue of the Americas, New York, New York  10013-2412
                                    __________

                       1994 EMPLOYEE STOCK PURCHASE PLAN FOR
                     AT&T GLOBAL INFORMATION SOLUTIONS COMPANY

                                    __________

                                 Agent for Service
                  S. L. Prendergast, Vice President and Treasurer
             32 Avenue of the Americas, New York, New York  10013-2412
                                  (212) 387-5400
                                    __________

                   Please send copies of all communications to:
               Marilyn J. Wasser, Vice President - Law and Secretary
             32 Avenue of the Americas, New York, New York  10013-2412
                                    __________

                          CALCULATION OF REGISTRATION FEE
================================================================================
              +                   +   Proposed   +     Proposed    +
              +                   +   maximum    +     maximum     +
   Title of   +     Amount        +   offering   +    aggregate    + Amount of
securities to +      to be        +    price     +     offering    +registration
be registered +    registered(1)  + per share(2) +     price(2)    +    fee
================================================================================
AT&T Corp.    +                   +              +                 +
shares        +                   +              +                 +
(common--par  +                   +              +                 +
value $1 per  +                   +              +                 +
share)        +                   +              +                 +
              +                   +              +                 +
              +      3,000,000    + $55 7/16     +   $166,312,500  + $57,349.14
================================================================================

(1)  Represents the estimated number of shares that may be acquired under
     the 1994 Employee Stock Purchase Plan for AT&T Global Information
     Solutions Company (the "Plan").  

(2)  Estimated solely for the purpose of calculating the registration fee
     and, pursuant to Rule 457(c) of the Securities Act of 1933, based upon
     the average of the high and low sale prices of the common stock, par
     value $1 per share, of AT&T Corp. on the New York Stock Exchange on
     June 22, 1994.


                                   __________


<PAGE> 2


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The following documents have been filed by AT&T Corp. ("AT&T") with
the Securities and Exchange Commission ("SEC") and are incorporated herein
by reference: 

     (1)  AT&T's Annual Report on Form 10-K for the year ended December 31,
          1993;

     (2)  AT&T's Quarterly Report on Form 10-Q for the period ended March
          31, 1994;

     (3)  AT&T's Current Reports on Form 8-K dated January 14, 1994,
          January 27, 1994, March 4, 1994, March 23, 1994, April 5, 1994,
          August 16, 1993, as amended (filed April 19, 1994), April 22,
          1994 and August 16, 1993, as amended (filed May 20, 1994) and May
          26, 1994; and

     (4)  The description of shares of AT&T common stock contained in the
          registration statement filed under the Securities Exchange Act of
          1934, as amended ("Exchange Act"), including any amendment or
          report filed for the purpose of updating such description;

     All documents, filed subsequent to the date hereof by AT&T with the
SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and
prior to the filing of a post-effective amendment hereto which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents"); PROVIDED, HOWEVER,
that the documents enumerated above or subsequently filed by AT&T pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year
during which the offering made hereby is in effect prior to the filing with
the SEC of AT&T's Annual Report on Form 10-K covering such year shall not
be Incorporated Documents or be incorporated by reference herein or be a
part hereof from and after the filing of such Annual Report on Form 10-K.

     Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document modifies or
supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part hereof.

Item 4.  Description of Securities.

     Not Applicable.





                                       1

<PAGE> 3

Item 5.  Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     Pursuant to the statutes of the State of New York, a director or
officer of a corporation is entitled, under specified circumstances, to
indemnification by the corporation against reasonable expenses, including
attorney's fees, incurred by him/her in connection with the defense of a
civil or criminal proceeding to which he/she has been made, or threatened
to be made, a party by reason of the fact that he/she was such director or
officer.  In certain circumstances, indemnity is provided against
judgments, fines and amounts paid in settlement.  In general,
indemnification is available where the director or officer acted in good
faith, for a purpose he/she reasonably believed to be in the best interests
of the corporation.  Specific court approval is required in some cases. 
The foregoing statement is subject to the detailed provisions of Sections
715, 717 and 721-725 of the New York Business Corporation Law ("BCL").

     The AT&T By-laws provide that AT&T is authorized, by (i) a resolution
of shareholders, (ii) a resolution of directors or (iii) an agreement
providing for such indemnification, to the fullest extent permitted by
applicable law, to provide indemnification and to advance expenses to its
directors and officers in respect of claims, actions, suits or proceedings
based upon, arising from, relating to or by reason of the fact that any
such director or officer serves or served in such capacity with AT&T or at
the request of AT&T in any capacity with any other enterprise.

     AT&T has entered into contracts with its officers and directors,
pursuant to the provisions of BCL Section 721, by which it will be
obligated to indemnify such persons, to the fullest extent permitted by the
BCL, against expenses, fees, judgments, fines and amounts paid in
settlement in connection with any present or future threatened, pending or
completed action, suit or proceeding based in any way upon or related to
the fact that such person was an officer or director of AT&T or, at the
request of AT&T, an officer, director or other partner, agent, employee or
trustee of another enterprise.  The contractual indemnification so provided
will not extend to any situation where a judgment or other final
adjudication adverse to such person establishes that his acts were
committed in bad faith or were the result of active and deliberate
dishonesty or that there inured to such person a financial profit or other
advantage.

















                                       2

<PAGE> 4

     The directors and officers of AT&T are covered by insurance policies
indemnifying against certain liabilities, including certain liabilities
arising under the Securities Act of 1933 ("1933 Act"), which might be
incurred by them in such capacities.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

     Exhibits identified in parenthesis below, on file with the SEC, are
incorporated herein by reference as exhibits hereto.

     Exhibit
     Number
            

       4-A     1994 Employee Stock Purchase Plan for AT&T Global
               Information Solutions Company.

       4-B     Restated Certificate of Incorporation of the registrant
               filed January 10, 1989, Certificate of Change to Restated
               Certificate of Incorporation dated March 18, 1992,
               Certificate of Amendment to Restated Certificate of
               Incorporation dated June 1, 1992, and Certificate of
               Amendment to the Certificate of Incorporation dated April
               20, 1994, (Exhibit 4-B to Registration Statement No. 33-
               53765).

       5       Opinion of Marilyn J. Wasser, Vice President - Law and
               Secretary of the registrant, as to the legality of the
               securities to be issued.  

      23-A     Consent of Coopers & Lybrand.

      23-B     Consent of Marilyn J. Wasser (contained in the opinion of
               counsel filed as Exhibit 5).  

      24       Powers of Attorney executed by officers and directors who
               signed this registration statement.  

Item 9.  Undertakings.  

     (1)  The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment
to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of
     the 1933 Act;

     








                                       3

<PAGE> 5

          (ii)  To reflect in the prospectus any facts or events arising
     after the effective date of this registration statement (or the most
     recent post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set forth
     in this registration statement;

           (iii)  To include any material information with respect to the
     plan of distribution not previously disclosed in this registration
     statement or any material change to such information in this
     registration statement;

Provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.

     (2)  The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the 1933 Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

     (3)  The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.

     (4)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.  

     (5)  Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.  





                                       4

<PAGE> 6


                                   SIGNATURES

The Registrant

     Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement or amendment thereto to be signed on its
behalf by the undersigned, thereunto duly authorized, in The City of New
York, State of New York, on the 23rd day of June, 1994.

                                         AT&T CORP.




                                  By     S. L. Prendergast 
                                  (Vice President and Treasurer)

     Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement or amendment thereto has been signed
below by the following persons in the capacities and on the date indicated.

Principal Executive Officer:                 #
                                              # 
    R. E. Allen                  Chairman      #
                               of the Board    #
                                               #
Principal Financial Officer:                   #
                                               #
    R. W. Miller      Executive Vice President #
                        and Chief Financial    ###By  S. L. Prendergast
                              Officer          #     (attorney-in-fact)*
                                               #
Principal Accounting Officer:                  #                            
                                               #
     M. B. Tart                 Vice President #
                                and Controller #           June 23, 1994
                                               #
Directors:                                     #
                                               #
    R. E. Allen                                #
    M. Kathryn Eickhoff                        #
    Walter Y. Elisha                           #
    Philip M. Hawley                           #
    Carla A. Hills                             #
    Belton K. Johnson                          #
    Drew Lewis                                 #
    Donald F. McHenry                          #
    Victor A. Pelson                           #
    Donald S. Perkins                          #
    Henry B. Schacht                           #
    Michael I. Sovern                          #
    Franklin A. Thomas                         #   *by power of attorney
    Joseph D. Williams                        #
    Thomas H. Wyman                          #



                                       5

<PAGE> 7


                                   SIGNATURES


The Plan

     Pursuant to the requirements of the Securities Act of 1933, the 1994
Employee Stock Purchase Plan for AT&T Global Information Solutions Company 
has duly caused this registration statement or amendment thereto to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Dayton, State of Ohio, on the 23rd day of June, 1994.



                                        1994 EMPLOYEE STOCK PURCHASE PLAN   
                                        FOR AT&T GLOBAL INFORMATION
                                        SOLUTIONS COMPANY 




                                        Laura K. Nyquist
                                        Assistant Secretary





































                                       6

<PAGE> 8


                                 EXHIBIT INDEX



     Exhibit
     Number
            

       4-A     1994 Employee Stock Purchase Plan for AT&T Global
               Information Solutions Company. 

       4-B     Restated Certificate of Incorporation of the registrant
               filed January 10, 1989, Certificate of Change to Restated
               Certificate of Incorporation dated March 18, 1992,
               Certificate of Amendment to Restated Certificate of
               Incorporation dated June 1, 1992, and Certificate of
               Amendment to the Certificate of Incorporation dated April
               20, 1994, (Exhibit 4-B to Registration Statement No. 33-
               53765).

       5       Opinion of Marilyn J. Wasser, Vice President - Law and
               Secretary of the registrant, as to the legality of the
               securities to be issued.  

      23-A     Consent of Coopers & Lybrand.

      23-B     Consent of Marilyn J. Wasser (contained in the opinion of
               counsel filed as Exhibit 5).  

      24       Powers of Attorney executed by officers and directors who
               signed this registration statement.
[{"type": "S-8", "sequence": "1", "description": "AT&T CORP. FORM S-8", "secsgml_size_bytes": 18525}]
{"company-data": {"conformed-name": "AT&T CORP", "cik": "0000005907", "assigned-sic": "4813", "irs-number": "134924710", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54281", "film-number": "94535585"}, "business-address": {"street1": "32 AVENUE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "100132412", "phone": "2126055500"}, "former-company": {"former-conformed-name": "AMERICAN TELEPHONE & TELEGRAPH CO", "date-changed": "19920703"}}
1
                        SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC  20549
                                    __________

                                     FORM S-8
                              Registration Statement
                                       Under
                            The Securities Act of 1933
                                    __________ 

                                    AT&T CORP.

             A New York                       I.R.S. Employer
             Corporation                      No. 13-4924710

             32 Avenue of the Americas, New York, New York  10013-2412
                                    __________

                       1994 EMPLOYEE STOCK PURCHASE PLAN FOR
                     AT&T GLOBAL INFORMATION SOLUTIONS COMPANY

                                    __________

                                 Agent for Service
                  S. L. Prendergast, Vice President and Treasurer
             32 Avenue of the Americas, New York, New York  10013-2412
                                  (212) 387-5400
                                    __________

                   Please send copies of all communications to:
               Marilyn J. Wasser, Vice President - Law and Secretary
             32 Avenue of the Americas, New York, New York  10013-2412
                                    __________

                          CALCULATION OF REGISTRATION FEE
================================================================================
              +                   +   Proposed   +     Proposed    +
              +                   +   maximum    +     maximum     +
   Title of   +     Amount        +   offering   +    aggregate    + Amount of
securities to +      to be        +    price     +     offering    +registration
be registered +    registered(1)  + per share(2) +     price(2)    +    fee
================================================================================
AT&T Corp.    +                   +              +                 +
shares        +                   +              +                 +
(common--par  +                   +              +                 +
value $1 per  +                   +              +                 +
share)        +                   +              +                 +
              +                   +              +                 +
              +      3,000,000    + $55 7/16     +   $166,312,500  + $57,349.14
================================================================================

(1)  Represents the estimated number of shares that may be acquired under
     the 1994 Employee Stock Purchase Plan for AT&T Global Information
     Solutions Company (the "Plan").  

(2)  Estimated solely for the purpose of calculating the registration fee
     and, pursuant to Rule 457(c) of the Securities Act of 1933, based upon
     the average of the high and low sale prices of the common stock, par
     value $1 per share, of AT&T Corp. on the New York Stock Exchange on
     June 22, 1994.

                                   __________
2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents have been filed by AT&T Corp. ("AT&T") with
the Securities and Exchange Commission ("SEC") and are incorporated herein
by reference: 

     (1)  AT&T's Annual Report on Form 10-K for the year ended December 31,
          1993;

     (2)  AT&T's Quarterly Report on Form 10-Q for the period ended March
          31, 1994;

     (3)  AT&T's Current Reports on Form 8-K dated January 14, 1994,
          January 27, 1994, March 4, 1994, March 23, 1994, April 5, 1994,
          August 16, 1993, as amended (filed April 19, 1994), April 22,
          1994 and August 16, 1993, as amended (filed May 20, 1994) and May
          26, 1994; and

     (4)  The description of shares of AT&T common stock contained in the
          registration statement filed under the Securities Exchange Act of
          1934, as amended ("Exchange Act"), including any amendment or
          report filed for the purpose of updating such description;

     All documents, filed subsequent to the date hereof by AT&T with the
SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and
prior to the filing of a post-effective amendment hereto which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents"); PROVIDED, HOWEVER,
that the documents enumerated above or subsequently filed by AT&T pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year
during which the offering made hereby is in effect prior to the filing with
the SEC of AT&T's Annual Report on Form 10-K covering such year shall not
be Incorporated Documents or be incorporated by reference herein or be a
part hereof from and after the filing of such Annual Report on Form 10-K.

     Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document modifies or
supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part hereof.

Item 4.  Description of Securities.

     Not Applicable.

                                       1
3

Item 5.  Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     Pursuant to the statutes of the State of New York, a director or
officer of a corporation is entitled, under specified circumstances, to
indemnification by the corporation against reasonable expenses, including
attorney's fees, incurred by him/her in connection with the defense of a
civil or criminal proceeding to which he/she has been made, or threatened
to be made, a party by reason of the fact that he/she was such director or
officer.  In certain circumstances, indemnity is provided against
judgments, fines and amounts paid in settlement.  In general,
indemnification is available where the director or officer acted in good
faith, for a purpose he/she reasonably believed to be in the best interests
of the corporation.  Specific court approval is required in some cases. 
The foregoing statement is subject to the detailed provisions of Sections
715, 717 and 721-725 of the New York Business Corporation Law ("BCL").

     The AT&T By-laws provide that AT&T is authorized, by (i) a resolution
of shareholders, (ii) a resolution of directors or (iii) an agreement
providing for such indemnification, to the fullest extent permitted by
applicable law, to provide indemnification and to advance expenses to its
directors and officers in respect of claims, actions, suits or proceedings
based upon, arising from, relating to or by reason of the fact that any
such director or officer serves or served in such capacity with AT&T or at
the request of AT&T in any capacity with any other enterprise.

     AT&T has entered into contracts with its officers and directors,
pursuant to the provisions of BCL Section 721, by which it will be
obligated to indemnify such persons, to the fullest extent permitted by the
BCL, against expenses, fees, judgments, fines and amounts paid in
settlement in connection with any present or future threatened, pending or
completed action, suit or proceeding based in any way upon or related to
the fact that such person was an officer or director of AT&T or, at the
request of AT&T, an officer, director or other partner, agent, employee or
trustee of another enterprise.  The contractual indemnification so provided
will not extend to any situation where a judgment or other final
adjudication adverse to such person establishes that his acts were
committed in bad faith or were the result of active and deliberate
dishonesty or that there inured to such person a financial profit or other
advantage.

                                       2
4

     The directors and officers of AT&T are covered by insurance policies
indemnifying against certain liabilities, including certain liabilities
arising under the Securities Act of 1933 ("1933 Act"), which might be
incurred by them in such capacities.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

     Exhibits identified in parenthesis below, on file with the SEC, are
incorporated herein by reference as exhibits hereto.

     Exhibit
     Number
            

       4-A     1994 Employee Stock Purchase Plan for AT&T Global
               Information Solutions Company.

       4-B     Restated Certificate of Incorporation of the registrant
               filed January 10, 1989, Certificate of Change to Restated
               Certificate of Incorporation dated March 18, 1992,
               Certificate of Amendment to Restated Certificate of
               Incorporation dated June 1, 1992, and Certificate of
               Amendment to the Certificate of Incorporation dated April
               20, 1994, (Exhibit 4-B to Registration Statement No. 33-
               53765).

       5       Opinion of Marilyn J. Wasser, Vice President - Law and
               Secretary of the registrant, as to the legality of the
               securities to be issued.  

      23-A     Consent of Coopers & Lybrand.

      23-B     Consent of Marilyn J. Wasser (contained in the opinion of
               counsel filed as Exhibit 5).  

      24       Powers of Attorney executed by officers and directors who
               signed this registration statement.  

Item 9.  Undertakings.  

     (1)  The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment
to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of
     the 1933 Act;

     

                                       3
5

          (ii)  To reflect in the prospectus any facts or events arising
     after the effective date of this registration statement (or the most
     recent post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set forth
     in this registration statement;

           (iii)  To include any material information with respect to the
     plan of distribution not previously disclosed in this registration
     statement or any material change to such information in this
     registration statement;

Provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.

     (2)  The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the 1933 Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

     (3)  The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.

     (4)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.  

     (5)  Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.  

                                       4
6

                                   SIGNATURES

The Registrant

     Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement or amendment thereto to be signed on its
behalf by the undersigned, thereunto duly authorized, in The City of New
York, State of New York, on the 23rd day of June, 1994.

                                         AT&T CORP.

                                  By     S. L. Prendergast 
                                  (Vice President and Treasurer)

     Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement or amendment thereto has been signed
below by the following persons in the capacities and on the date indicated.

Principal Executive Officer:                 #
                                              # 
    R. E. Allen                  Chairman      #
                               of the Board    #
                                               #
Principal Financial Officer:                   #
                                               #
    R. W. Miller      Executive Vice President #
                        and Chief Financial    ###By  S. L. Prendergast
                              Officer          #     (attorney-in-fact)*
                                               #
Principal Accounting Officer:                  #                            
                                               #
     M. B. Tart                 Vice President #
                                and Controller #           June 23, 1994
                                               #
Directors:                                     #
                                               #
    R. E. Allen                                #
    M. Kathryn Eickhoff                        #
    Walter Y. Elisha                           #
    Philip M. Hawley                           #
    Carla A. Hills                             #
    Belton K. Johnson                          #
    Drew Lewis                                 #
    Donald F. McHenry                          #
    Victor A. Pelson                           #
    Donald S. Perkins                          #
    Henry B. Schacht                           #
    Michael I. Sovern                          #
    Franklin A. Thomas                         #   *by power of attorney
    Joseph D. Williams                        #
    Thomas H. Wyman                          #

                                       5
7

                                   SIGNATURES

The Plan

     Pursuant to the requirements of the Securities Act of 1933, the 1994
Employee Stock Purchase Plan for AT&T Global Information Solutions Company 
has duly caused this registration statement or amendment thereto to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Dayton, State of Ohio, on the 23rd day of June, 1994.

                                        1994 EMPLOYEE STOCK PURCHASE PLAN   
                                        FOR AT&T GLOBAL INFORMATION
                                        SOLUTIONS COMPANY 

                                        Laura K. Nyquist
                                        Assistant Secretary

                                       6
8

                                 EXHIBIT INDEX

     Exhibit
     Number
            

       4-A     1994 Employee Stock Purchase Plan for AT&T Global
               Information Solutions Company. 

       4-B     Restated Certificate of Incorporation of the registrant
               filed January 10, 1989, Certificate of Change to Restated
               Certificate of Incorporation dated March 18, 1992,
               Certificate of Amendment to Restated Certificate of
               Incorporation dated June 1, 1992, and Certificate of
               Amendment to the Certificate of Incorporation dated April
               20, 1994, (Exhibit 4-B to Registration Statement No. 33-
               53765).

       5       Opinion of Marilyn J. Wasser, Vice President - Law and
               Secretary of the registrant, as to the legality of the
               securities to be issued.  

      23-A     Consent of Coopers & Lybrand.

      23-B     Consent of Marilyn J. Wasser (contained in the opinion of
               counsel filed as Exhibit 5).  

      24       Powers of Attorney executed by officers and directors who
               signed this registration statement.