Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           ---------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           ---------------------------

                                   AT&T CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 New York                                                   13-4924710
 (State or Other Jurisdiction of   (I.R.S. Employer Identification No.)
  Incorporation or Organization)

      32 Avenue of the Americas
      New York, New York                                10013-2412
      (Address of Principal Executive Offices)          (Zip Code)


                       AT&T 1997 LONG TERM INCENTIVE PLAN

                           (Full titles of the plans)
                           --------------------------

                             MARILYN J. WASSER, ESQ.
                       VICE PRESIDENT - LAW AND SECRETARY
                                   AT&T CORP.
                             295 NORTH MAPLE AVENUE
                             BASKING RIDGE, NJ 07920
                     (Name and Address of Agent for Service)

                                 (908) 221-2000
          (Telephone number, including area code, of agent for service)
                           --------------------------

                         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    +  per share*  +      price*     +     fee
 ===============================================================================
               +                 +              +                 +
               +                 +              +                 +
 AT&T Common   +                 +              +                 +
 Stock, par    +   30,000,000    +   $30.00     +   $900,000,000  +   $237,600
 value $1.00   +     shares      +              +                 +
  per share    +                 +              +                 +
 ===============================================================================

         *Estimated  solely for the purpose of calculating the  registration fee
 and,  pursuant to Rule 457(c) of the  Securities  Act of 1933,  as amended (the
 "Securities  Act"),  based upon the  average of the high and low sale prices of
 AT&T Common Stock, par value $1.00 per share, on the New York Stock Exchange on
 August 9, 2000.

            Pursuant to Rule 416(a) of the  Securities  Act,  this  registration
 statement  shall be deemed  to cover an  indeterminable  number  of  additional
 shares that may become issuable pursuant to the anti-dilution provisions of the
 plan (the "Plan") listed above.



<PAGE>


         STATEMENT WITH RESPECT TO REGISTRATION OF ADDITIONAL SECURITIES

            AT&T  Corp.   ("AT&T")  has   heretofore   filed  on  June  6,  1997
Registration   Statement,   File  No.   333-28665  on  Form  S-8  (the  "Earlier
Registration Statement") which registered 20,000,000 shares of AT&T Common Stock
(the "Common  Stock")to be offered  under the Plan.  In April 1999,  there was a
three-for-two  split of the Common Stock.  Pursuant to General  Instruction E to
Form S-8,  AT&T hereby  incorporates  by  reference  the contents of the Earlier
Registration Statement.


                             ADDITIONAL INFORMATION

PART II, Item 5. Interests of Named Experts and Counsel.

         As of July 29, 2000,  Robert S. Feit,  General  Attorney and  Assistant
Secretary of AT&T, owned 5035 shares of AT&T common stock (including  restricted
shares)  and had options to purchase  an  additional  33,750  shares AT&T common
stock.  Mr.  Feit  is  eligible  to  receive   additional  awards  of  incentive
compensation under the Plan.



<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the Town of Basking Ridge,  State of New Jersey, on the 10th day
of August, 2000.

                               AT&T CORP.

                               By: /s/ Edward M. Dwyer
                                   ----------------------
                                   Name:  Edward M. Dwyer
                                   Title: Vice President and Treasurer


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

            SIGNATURE                                    CAPACITY
    PRINCIPAL EXECUTIVE OFFICER:

C. Michael Armstrong*              Chairman and Chief Executive Officer

    PRINCIPAL FINANCIAL OFFICER:

Charles H. Noski*                  Senior Executive Vice President
                                    and Chief Financial Officer
    PRINCIPAL ACCOUNTING OFFICER:

Nicholas S. Cyprus*                Vice President and Controller

     DIRECTORS
C. Michael Armstrong*
Kenneth T. Derr*
M. Kathryn Eickhoff*
Walter Y. Elisha*
George M. C. Fisher*
Donald V. Fites*
Amos B. Hostetter*
Ralph S. Larsen*
Donald F. McHenry*
John C. Malone*
Louis A. Simpson*
Michael I. Sovern*
Sanford I. Weill*
John D. Zeglis*

* By: /s/ Edward M. Dwyer
      ---------------------
      Edward M. Dwyer
      (Attorney-In-Fact)
  August 10, 2000
                                      II-3

<PAGE>
                                  EXHIBIT INDEX

EXHIBIT
NUMBER        EXHIBIT DESCRIPTION

5             Opinion of Robert S. Feit, General Attorney and Assistant
              Secretary of the registrant, as to the legality of the securities
              to be issued

10            AT&T 1997 Long Term Incentive Plan (filed as Exhibit 10 to
              Registration Statement on Form S-8 filed May 2, 2000 (File No.
              333-36130) and incorporated herein by reference).

23.1.1        Consent of PricewaterhouseCoopers LLP

23.1.2        Consent of PricewaterhouseCoopers LLP

23.2          Consent of Arthur Andersen LLP

23.3          Consent of KPMG LLP

23.4          Consent of Robert S. Feit is contained in the opinion of counsel
              filed as Exhibit 5

24.1          Power of Attorney of Louis A. Simpson. Powers of Attorney executed
              by officers and other directors who signed this registration
              statement were filed as Exhibit 24.1 to the Registrant's Post-
              Effective Amendment No. 1 to Form S-8, filed June 30, 2000 (File
              No. 333-87935), and incorporated herein by reference).
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "AT&T S-8", "secsgml_size_bytes": 7362}]
{"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": "333-43440", "film-number": "691350"}, "business-address": {"street1": "295 NO MAPLE AVENUE", "city": "BASKINGRIDGE", "state": "NJ", "zip": "07920", "phone": "9082214268"}, "mail-address": {"street1": "295 NO MAPLE AVENUE", "city": "BASKINGRIDGE", "state": "NJ", "zip": "07920"}, "former-company": {"former-conformed-name": "AMERICAN TELEPHONE & TELEGRAPH CO", "date-changed": "19920703"}}
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           ---------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           ---------------------------

                                   AT&T CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 New York                                                   13-4924710
 (State or Other Jurisdiction of   (I.R.S. Employer Identification No.)
  Incorporation or Organization)

      32 Avenue of the Americas
      New York, New York                                10013-2412
      (Address of Principal Executive Offices)          (Zip Code)

                       AT&T 1997 LONG TERM INCENTIVE PLAN

                           (Full titles of the plans)
                           --------------------------

                             MARILYN J. WASSER, ESQ.
                       VICE PRESIDENT - LAW AND SECRETARY
                                   AT&T CORP.
                             295 NORTH MAPLE AVENUE
                             BASKING RIDGE, NJ 07920
                     (Name and Address of Agent for Service)

                                 (908) 221-2000
          (Telephone number, including area code, of agent for service)
                           --------------------------

                         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    +  per share*  +      price*     +     fee
 ===============================================================================
               +                 +              +                 +
               +                 +              +                 +
 AT&T Common   +                 +              +                 +
 Stock, par    +   30,000,000    +   $30.00     +   $900,000,000  +   $237,600
 value $1.00   +     shares      +              +                 +
  per share    +                 +              +                 +
 ===============================================================================

         *Estimated  solely for the purpose of calculating the  registration fee
 and,  pursuant to Rule 457(c) of the  Securities  Act of 1933,  as amended (the
 "Securities  Act"),  based upon the  average of the high and low sale prices of
 AT&T Common Stock, par value $1.00 per share, on the New York Stock Exchange on
 August 9, 2000.

            Pursuant to Rule 416(a) of the  Securities  Act,  this  registration
 statement  shall be deemed  to cover an  indeterminable  number  of  additional
 shares that may become issuable pursuant to the anti-dilution provisions of the
 plan (the "Plan") listed above.
STATEMENT WITH RESPECT TO REGISTRATION OF ADDITIONAL SECURITIES

            AT&T  Corp.   ("AT&T")  has   heretofore   filed  on  June  6,  1997
Registration   Statement,   File  No.   333-28665  on  Form  S-8  (the  "Earlier
Registration Statement") which registered 20,000,000 shares of AT&T Common Stock
(the "Common  Stock")to be offered  under the Plan.  In April 1999,  there was a
three-for-two  split of the Common Stock.  Pursuant to General  Instruction E to
Form S-8,  AT&T hereby  incorporates  by  reference  the contents of the Earlier
Registration Statement.

                             ADDITIONAL INFORMATION

PART II, Item 5. Interests of Named Experts and Counsel.

         As of July 29, 2000,  Robert S. Feit,  General  Attorney and  Assistant
Secretary of AT&T, owned 5035 shares of AT&T common stock (including  restricted
shares)  and had options to purchase  an  additional  33,750  shares AT&T common
stock.  Mr.  Feit  is  eligible  to  receive   additional  awards  of  incentive
compensation under the Plan.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the Town of Basking Ridge,  State of New Jersey, on the 10th day
of August, 2000.

                               AT&T CORP.

                               By: /s/ Edward M. Dwyer
                                   ----------------------
                                   Name:  Edward M. Dwyer
                                   Title: Vice President and Treasurer

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

            SIGNATURE                                    CAPACITY
    PRINCIPAL EXECUTIVE OFFICER:

C. Michael Armstrong*              Chairman and Chief Executive Officer

    PRINCIPAL FINANCIAL OFFICER:

Charles H. Noski*                  Senior Executive Vice President
                                    and Chief Financial Officer
    PRINCIPAL ACCOUNTING OFFICER:

Nicholas S. Cyprus*                Vice President and Controller

     DIRECTORS
C. Michael Armstrong*
Kenneth T. Derr*
M. Kathryn Eickhoff*
Walter Y. Elisha*
George M. C. Fisher*
Donald V. Fites*
Amos B. Hostetter*
Ralph S. Larsen*
Donald F. McHenry*
John C. Malone*
Louis A. Simpson*
Michael I. Sovern*
Sanford I. Weill*
John D. Zeglis*

* By: /s/ Edward M. Dwyer
      ---------------------
      Edward M. Dwyer
      (Attorney-In-Fact)
  August 10, 2000
                                      II-3
EXHIBIT INDEX

EXHIBIT
NUMBER        EXHIBIT DESCRIPTION

5             Opinion of Robert S. Feit, General Attorney and Assistant
              Secretary of the registrant, as to the legality of the securities
              to be issued

10            AT&T 1997 Long Term Incentive Plan (filed as Exhibit 10 to
              Registration Statement on Form S-8 filed May 2, 2000 (File No.
              333-36130) and incorporated herein by reference).

23.1.1        Consent of PricewaterhouseCoopers LLP

23.1.2        Consent of PricewaterhouseCoopers LLP

23.2          Consent of Arthur Andersen LLP

23.3          Consent of KPMG LLP

23.4          Consent of Robert S. Feit is contained in the opinion of counsel
              filed as Exhibit 5

24.1          Power of Attorney of Louis A. Simpson. Powers of Attorney executed
              by officers and other directors who signed this registration
              statement were filed as Exhibit 24.1 to the Registrant's Post-
              Effective Amendment No. 1 to Form S-8, filed June 30, 2000 (File
              No. 333-87935), and incorporated herein by reference).