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 BROADBAND DEFERRED COMPENSATION 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 per   +     offering    +registration
 be registered +  registered     +  obligation  +     price(2)    +    fee
               +                 +              +                 +
 ===============================================================================
               +                 +              +                 +
 Deferred      +  $60,000,000    +    100%      +    $60,000,000  + $15,000
 Compensation  +                 +              +                 +
 Obligations(1)+                 +              +                 +
================================================================================

 (1) The Deferred  Compensation  Obligations  are unsecured  obligations of AT&T
 Broadband,  LLC and MediaOne  Group,  Inc.,  wholly-owned  subsidiaries of AT&T
 Corp.  ("AT&T") to pay deferred  compensation  in the future in accordance with
 the terms of the AT&T Broadband  Deferred  Compensation Plan for a select group
 of Eligible Employees of AT&T Broadband, LLC and MediaOne Group, Inc.

 (2) Estimated solely for the purpose of calculating the registration fee.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

            The document(s)  containing the  information  specified in Part I of
 Form S-8 will be sent or given to the  participating  employees as specified by
 Rule 428(b)(1) of the  Securities Act of 1933, as amended (the "33 Act").  Such
 documents and the documents incorporated by reference herein pursuant to Item 3
 of Part II hereof,  taken  together,  constitute  a  prospectus  that meets the
 requirements of Section 10(a) of the 33 Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents  previously  filed by AT&T with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act") are incorporated herein by reference:

     (1) AT&T's Annual Report on Form 10-K for the year ended December 31, 1999;
     (2) AT&T's  Quarterly Reports on Form 10-Q for the periods ending March 31,
         2000,  June 30, 2000 and  September 30, 2000;
     (3) AT&T's Current Reports on Form 8-K or 8-K/A filed on January 6, January
         14,  March 13, March 17, March 27, March 27, April 4, April 24,  May 5,
         June 15, October 25, November 16, December  1, December 18, December 21
         and December 22, 2000.

     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.

<PAGE>

Item 4.  Description of Securities.

     Under the AT&T Broadband Deferred Compensation Plan (the "Plan"), AT&T will
provide  eligible  employees  (limited to a select group of management or highly
compensated employees) of its wholly-owned subsidiaries, AT&T Broadband, LLC and
MediaOne Group,  Inc., the opportunity to defer a specified  percentage of their
eligible  compensation.  An additional  amount of employer matching credits will
also be  allocated  to  participants'  hypothetical  accounts as provided in the
Plan.  The  obligations  of each  participating  company  under  the  Plan  (the
"Obligations")  will be  unsecured  general  obligations  of that  participating
company to pay the deferred  compensation  in the future in accordance  with the
terms  of  the  Plan,  and  will  rank  pari  passu  with  other  unsecured  and
unsubordinated  indebtedness  of such  participating  company  from time to time
outstanding. Because AT&T is a holding company, the right of AT&T, and hence the
right of creditors of AT&T (including  participants in the Plan), to participate
in any  distribution  of the assets of any  subsidiary  upon its  liquidation or
reorganization  or  otherwise  is  necessarily  subject  to the prior  claims of
creditors of the subsidiary,  except that claims of AT&T itself as a creditor of
the subsidiary may be recognized.

     The amount of compensation  to be deferred  by  each participating employee
(each a  "Participant")  will be determined in accordance with the Plan based on
the elections of each  Participant.  The  Obligations  will be payable under the
Plan in cash in accordance with distribution elections made by each Participant.
In accordance with elections made by each Participant,  up to 50% of Obligations
may be  allocated  to a  bookkeeping  "cash  account"  and the  balance  will be
allocated to a bookkeeping "share account". The cash account Obligations will be
adjusted  to  reflect a deemed  annual  rate of return  based  upon 10 year U.S.
Treasury  securities plus 1% and the share account will be adjusted to a reflect
a deemed rate of return based upon the performance of AT&T Common Stock.

     AT&T  reserves the right to  terminate, suspend  or amend  the Plan  at any
time,   except  that  no  such   termination,   suspension  or  amendment  shall
retroactively impair or otherwise adversely affect the rights of any Participant
or beneficiary under the Plan to which they have become previously entitled.

Item 5.  Interests of Named Experts and Counsel.

     As  of  July  29, 2000,  Robert S. Feit,  General  Attorney  and  Assistant
Secretary of registrant  owned 5035 shares of AT&T securities and had options to
purchase  an  additional  33,750  shares of AT&T  securities.  Mr.  Feit will be
eligible for additional awards of options to purchase AT&T securities under AT&T
incentive compensation plans.

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").

<PAGE>

     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/her 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.

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

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

See Exhibit Index.

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 Securities Act;

               (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; and

               (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;

<PAGE>

Provided,  however,  that  paragraphs  1(i)  and  1(ii)  do  not  apply  if  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 Securities  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  Securities  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
Securities 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  Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.

<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 3rd day of
January, 2001.


                               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*
Michael I. Sovern*
Louis A. Simpson
Sanford I. Weill*
John D. Zeglis*

* By:  /s/  Edward M. Dwyer
       ------------------------
            Edward M. Dwyer
            (Attorney-In-Fact)

 January 3, 2001

<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

23.1        Consents 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        Powers of Attorney
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 18229}]
{"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": "333-53134", "film-number": "1501113"}, "business-address": {"street1": "32 AVENUE OF AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10013-2412", "phone": "9082214268"}, "mail-address": {"street1": "32 AVENUE OF AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10012-2412"}, "former-company": {"former-conformed-name": "AMERICAN TELEPHONE & TELEGRAPH CO", "date-changed": "19920703"}}
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 BROADBAND DEFERRED COMPENSATION 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 per   +     offering    +registration
 be registered +  registered     +  obligation  +     price(2)    +    fee
               +                 +              +                 +
 ===============================================================================
               +                 +              +                 +
 Deferred      +  $60,000,000    +    100%      +    $60,000,000  + $15,000
 Compensation  +                 +              +                 +
 Obligations(1)+                 +              +                 +
================================================================================

 (1) The Deferred  Compensation  Obligations  are unsecured  obligations of AT&T
 Broadband,  LLC and MediaOne  Group,  Inc.,  wholly-owned  subsidiaries of AT&T
 Corp.  ("AT&T") to pay deferred  compensation  in the future in accordance with
 the terms of the AT&T Broadband  Deferred  Compensation Plan for a select group
 of Eligible Employees of AT&T Broadband, LLC and MediaOne Group, Inc.

 (2) Estimated solely for the purpose of calculating the registration fee.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

            The document(s)  containing the  information  specified in Part I of
 Form S-8 will be sent or given to the  participating  employees as specified by
 Rule 428(b)(1) of the  Securities Act of 1933, as amended (the "33 Act").  Such
 documents and the documents incorporated by reference herein pursuant to Item 3
 of Part II hereof,  taken  together,  constitute  a  prospectus  that meets the
 requirements of Section 10(a) of the 33 Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents  previously  filed by AT&T with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act") are incorporated herein by reference:

     (1) AT&T's Annual Report on Form 10-K for the year ended December 31, 1999;
     (2) AT&T's  Quarterly Reports on Form 10-Q for the periods ending March 31,
         2000,  June 30, 2000 and  September 30, 2000;
     (3) AT&T's Current Reports on Form 8-K or 8-K/A filed on January 6, January
         14,  March 13, March 17, March 27, March 27, April 4, April 24,  May 5,
         June 15, October 25, November 16, December  1, December 18, December 21
         and December 22, 2000.

     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.

     Under the AT&T Broadband Deferred Compensation Plan (the "Plan"), AT&T will
provide  eligible  employees  (limited to a select group of management or highly
compensated employees) of its wholly-owned subsidiaries, AT&T Broadband, LLC and
MediaOne Group,  Inc., the opportunity to defer a specified  percentage of their
eligible  compensation.  An additional  amount of employer matching credits will
also be  allocated  to  participants'  hypothetical  accounts as provided in the
Plan.  The  obligations  of each  participating  company  under  the  Plan  (the
"Obligations")  will be  unsecured  general  obligations  of that  participating
company to pay the deferred  compensation  in the future in accordance  with the
terms  of  the  Plan,  and  will  rank  pari  passu  with  other  unsecured  and
unsubordinated  indebtedness  of such  participating  company  from time to time
outstanding. Because AT&T is a holding company, the right of AT&T, and hence the
right of creditors of AT&T (including  participants in the Plan), to participate
in any  distribution  of the assets of any  subsidiary  upon its  liquidation or
reorganization  or  otherwise  is  necessarily  subject  to the prior  claims of
creditors of the subsidiary,  except that claims of AT&T itself as a creditor of
the subsidiary may be recognized.

     The amount of compensation  to be deferred  by  each participating employee
(each a  "Participant")  will be determined in accordance with the Plan based on
the elections of each  Participant.  The  Obligations  will be payable under the
Plan in cash in accordance with distribution elections made by each Participant.
In accordance with elections made by each Participant,  up to 50% of Obligations
may be  allocated  to a  bookkeeping  "cash  account"  and the  balance  will be
allocated to a bookkeeping "share account". The cash account Obligations will be
adjusted  to  reflect a deemed  annual  rate of return  based  upon 10 year U.S.
Treasury  securities plus 1% and the share account will be adjusted to a reflect
a deemed rate of return based upon the performance of AT&T Common Stock.

     AT&T  reserves the right to  terminate, suspend  or amend  the Plan  at any
time,   except  that  no  such   termination,   suspension  or  amendment  shall
retroactively impair or otherwise adversely affect the rights of any Participant
or beneficiary under the Plan to which they have become previously entitled.

Item 5.  Interests of Named Experts and Counsel.

     As  of  July  29, 2000,  Robert S. Feit,  General  Attorney  and  Assistant
Secretary of registrant  owned 5035 shares of AT&T securities and had options to
purchase  an  additional  33,750  shares of AT&T  securities.  Mr.  Feit will be
eligible for additional awards of options to purchase AT&T securities under AT&T
incentive compensation plans.

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/her 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.

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

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

See Exhibit Index.

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 Securities Act;

               (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; and

               (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
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 Securities  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  Securities  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
Securities 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  Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.
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 3rd day of
January, 2001.

                               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*
Michael I. Sovern*
Louis A. Simpson
Sanford I. Weill*
John D. Zeglis*

* By:  /s/  Edward M. Dwyer
       ------------------------
            Edward M. Dwyer
            (Attorney-In-Fact)

 January 3, 2001
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

23.1        Consents 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        Powers of Attorney