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
                                  ____________

                            Shares for Growth Program
                                  ____________

                                Agent for Service
                  Edward M. Dwyer, 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     + per share*   +      price*     +    fee
================================================================================
AT&T Corp.    +                   +              +                 +
shares        +     250,000       +  $ 62.19     +  $15,546,875.00 +  $ 4,586.33
(common--par  +                   +              +                 +
value $1 per  +                   +              +                 +
share)        +                   +              +                 +
              +                   +              +                 +
              +                   +              +                 +
================================================================================

      *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 February 25, 1998.
                                    _________
<PAGE>

                                     Part II

                 INCORPORATION OF EARLIER REGISTRATION STATEMENT

The following  portion of  registration  statement  (File No.  33-49089) for the
Shares for Growth Program are incorporated by reference therein.

          Part II - Item 3, Item 4, Item 5, Item 6, Item 7, Item 9.
<PAGE>

Item 8.  Exhibits

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



         Exhibit
         Number
                


          23     Consent of Coopers & Lybrand L.L.P.

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







<PAGE>

                                  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 March 2, 1998.

                            AT&T CORP.


                            /s/  E. M. Dwyer
                            ----------------------------
                            By:  E. M. Dwyer, Vice President and Treasurer

<PAGE>

         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:                  #
                                              #
         C. Michael Armstrong     Chairman    #
                                of the Board  #
                                              #
                                              #
Principal Financial Officer:                  #
                                              #
                         Senior Executive     #
         D. E. Somers   Vice President and    #
                          Chief Financial     #
                              Officer         #
                                              ###
                                              #
                                              #   By  Edward M. Dwyer
                                              #       (attorney-in-fact)*
Principal Accounting Officer:                 #
         M. B. Tart     Vice President        #
                        and Controller        #   March 2, 1998
                                              #
Directors:                                    #
         C. Michael Armstrong                 #
         Kenneth T. Derr                      #
         M. Kathryn Eickhoff                  #
         Walter Y. Elisha                     #
         George M. C. Fisher                  #
         Donald V. Fites                      #
         Ralph S. Larsen                      #
         Donald F. McHenry                    #
         Michael I. Sovern                    #
         Thomas H. Wyman                      #   *by power of attorney
         John D. Zeglis                       #

<PAGE>

                                  EXHIBIT INDEX


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


         Exhibit
         Number
                
 
          23     Consent of Coopers & Lybrand L.L.P.

          24     Power of Attorney executed by officers and directors who signed
                 this registration statement.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 6558}]
{"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": "333-47255", "film-number": "98556765"}, "business-address": {"street1": "32 AVENUE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10013", "phone": "2123875400"}, "former-company": {"former-conformed-name": "AMERICAN TELEPHONE & TELEGRAPH CO", "date-changed": "19920703"}}
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
                                  ____________

                            Shares for Growth Program
                                  ____________

                                Agent for Service
                  Edward M. Dwyer, 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     + per share*   +      price*     +    fee
================================================================================
AT&T Corp.    +                   +              +                 +
shares        +     250,000       +  $ 62.19     +  $15,546,875.00 +  $ 4,586.33
(common--par  +                   +              +                 +
value $1 per  +                   +              +                 +
share)        +                   +              +                 +
              +                   +              +                 +
              +                   +              +                 +
================================================================================

      *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 February 25, 1998.
                                    _________
Part II

                 INCORPORATION OF EARLIER REGISTRATION STATEMENT

The following  portion of  registration  statement  (File No.  33-49089) for the
Shares for Growth Program are incorporated by reference therein.

          Part II - Item 3, Item 4, Item 5, Item 6, Item 7, Item 9.
Item 8.  Exhibits

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

         Exhibit
         Number
                

          23     Consent of Coopers & Lybrand L.L.P.

          24     Power of Attorney executed by officers and directors who signed
                 this registration statement.
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 March 2, 1998.

                            AT&T CORP.

                            /s/  E. M. Dwyer
                            ----------------------------
                            By:  E. M. Dwyer, 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:                  #
                                              #
         C. Michael Armstrong     Chairman    #
                                of the Board  #
                                              #
                                              #
Principal Financial Officer:                  #
                                              #
                         Senior Executive     #
         D. E. Somers   Vice President and    #
                          Chief Financial     #
                              Officer         #
                                              ###
                                              #
                                              #   By  Edward M. Dwyer
                                              #       (attorney-in-fact)*
Principal Accounting Officer:                 #
         M. B. Tart     Vice President        #
                        and Controller        #   March 2, 1998
                                              #
Directors:                                    #
         C. Michael Armstrong                 #
         Kenneth T. Derr                      #
         M. Kathryn Eickhoff                  #
         Walter Y. Elisha                     #
         George M. C. Fisher                  #
         Donald V. Fites                      #
         Ralph S. Larsen                      #
         Donald F. McHenry                    #
         Michael I. Sovern                    #
         Thomas H. Wyman                      #   *by power of attorney
         John D. Zeglis                       #
EXHIBIT INDEX

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

         Exhibit
         Number
                
 
          23     Consent of Coopers & Lybrand L.L.P.

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