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 LONG TERM SAVINGS PLAN
                            FOR MANAGEMENT EMPLOYEES

                    AT&T LONG TERM SAVINGS AND SECURITY PLAN

                 AT&T RETIREMENT SAVINGS AND PROFIT SHARING PLAN

          AT&T OF PUERTO RICO, INC. LONG TERM SAVINGS AND SECURITY PLAN

    AT&T OF PUERTO RICO, INC. LONG TERM SAVINGS PLAN FOR MANAGEMENT EMPLOYEES

                           AT&T LONG TERM SAVINGS PLAN

                   AT&T LONG TERM SAVINGS PLAN - SAN FRANCISCO

                  AT&T WIRELESS SERVICES 401(K) RETIREMENT 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          +                 +              +                 +
 Wireless      +                 +              +                 +
 Group Common  +                 +              +                 +
 Stock, par    +   60,000,000    +   $25.8438   +   $1,550,628    +  $409,366
 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 Wireless  Group 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
 plans (the "Plans") listed above.  In addition,  pursuant to Rule 416(c) of the
 Securities  Act,  this  registration  statement  shall be deemed to register an
 indeterminate amount of interests to be offered or sold pursuant to the Plans.

 PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 ITEM 1. Plan Information.*

 ITEM 2. Registrant Information and Employee Plan Annual Information.*

 * As  permitted  by Rule  428  under  the  Securities  Act,  this  registration
 statement omits the information  specified in Part I of Form S-8. The documents
 containing  the  information  specified  in  Part I will  be  delivered  to the
 participants in the Plans covered by this registration statement as required by
 Rule  428(b).  Such  documents  are not being  filed  with the  Securities  and
 Exchange  Commission (the "Commission") as part of this registration  statement
 or as prospectus  or  prospectuses  supplements  pursuant to Rule 424 under the
 Securities Act. Such documents and the documents incorporated by reference into
 this registration  statement pursuant to Item 3 of Part II of this registration
 statement, taken together,  constitute a prospectus that meets the requirements
 of Section 10(a) of the Securities 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)      The  description of AT&T Wireless Group Common Stock contained
                  and   incorporated   by  reference   in  AT&T's   Registration
                  Statements on Form 8-A dated April 24, 2000;

         (3)      Prospectus,  dated  April 27, 2000,  filed  pursuant  to  Rule
                  424(b)(1);

         (4)      AT&T's Quarterly  Report on  Form 10-Q for  the period  ending
                  March 31, 2000;

         (5)      AT&T's  Current  Reports  on Form 8-K filed  January  6, 2000,
                  January 14, 2000,  March 13, 2000,  March 17, 2000,  March 27,
                  2000,  March 27, 2000,  April 4, 2000,  April 24, 2000, May 5,
                  2000 and June 15, 2000;

         (5)      Annual Reports  for the Plans on  Form 11-K for the year ended
                  December 31, 1999.

       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 offiling (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.

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  common  stock  (including
restricted  shares) and had options to purchase an additional 33,750 shares AT&T
common stock.  Mr. Feit is eligible to participate in the AT&T Long Term Savings
Plan for Management Employees.

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.

     In accordance  with the  requirements  of Item 8(b) of Part II of Form S-8,
the  Registrant  will  submit or has  submitted  the Plans,  and any  amendments
thereto, to the Internal Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS to qualify the Plans.

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.










                                      II-2


<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>


     Pursuant to the requirements of the Securities Act of 1933, the persons who
administer the Plans have duly caused this  registration  statement to be signed
on their behalf by the undersigned,  thereunto duly  authorized,  in the City of
Morristown, State of New Jersey, on the 10th day of August, 2000.

                          AT&T LONG TERM SAVINGS PLAN
                            FOR MANAGEMENT EMPLOYEES

                    AT&T LONG TERM SAVINGS AND SECURITY PLAN

                AT&T RETIREMENT SAVINGS AND PROFIT SHARING PLAN

         AT&T OF PUERTO RICO, INC. LONG TERM SAVINGS AND SECURITY PLAN

   AT&T OF PUERTO RICO, INC. LONG TERM SAVINGS PLAN FOR MANAGEMENT EMPLOYEES

                          AT&T LONG TERM SAVINGS PLAN

                  AT&T LONG TERM SAVINGS PLAN - SAN FRANCISCO

                 AT&T WIRELESS SERVICES 401(K) RETIREMENT PLAN





                                    By: /s/ Joanne Sisto
                                        ----------------------------
                                        Name:  Joanne Sisto
                                        Title: Administrator


























                                      II-4


<PAGE>


                                  EXHIBIT INDEX

EXHIBIT
NUMBER        EXHIBIT DESCRIPTION

4.1           Restated  Certificate of  Incorporation  of the  registrant  filed
              January 10, 1989,  Certificate  of  Correction  of the  Registrant
              filed June 8, 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,
              Certificate of Amendment to the Certificate of Incorporation dated
              April 20, 1994,  Certificate of Amendment of the Registrant  filed
              June 8, 1998 and Certificate of Amendment of the Registrant  filed
              March 9, 1999 (filed as Exhibit (3)a to the Registrant's Form 10-K
              for 1998 (File No. 1-1105) and incorporated herein by reference).

4.2           Form   of   Certificate   of   Amendment  of  the  Certificate  of
              Incorporation  of  the  Registrant  (filed  as  Exhibit  A  to the
              Registrant's  Proxy  Statement on Schedule 14A,  dated January 26,
              2000, and incorporated herein by reference).

4.3           By-Laws  of the  Registrant,  as amended March 17, 1999  (filed as
              Exhibit  (3)b  to  the  Registrant's  Form  10-K  for  1998  (File
              No. 1-1105) and incorporated herein by reference).

4.4           Form of By-Law Amendment of the Registrant  (filed as Exhibit B to
              the  Registrant's Proxy  Statement on Schedule 14A,  dated January
              26, 2000, and incorporated herein by reference).

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

23.1.1        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
              (registration  no.  333-87935,   and   incorporated   herein   by
              reference).
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "AT&T AWE S-8", "secsgml_size_bytes": 21162}]
{"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": "333-43438", "film-number": "691338"}, "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 LONG TERM SAVINGS PLAN
                            FOR MANAGEMENT EMPLOYEES

                    AT&T LONG TERM SAVINGS AND SECURITY PLAN

                 AT&T RETIREMENT SAVINGS AND PROFIT SHARING PLAN

          AT&T OF PUERTO RICO, INC. LONG TERM SAVINGS AND SECURITY PLAN

    AT&T OF PUERTO RICO, INC. LONG TERM SAVINGS PLAN FOR MANAGEMENT EMPLOYEES

                           AT&T LONG TERM SAVINGS PLAN

                   AT&T LONG TERM SAVINGS PLAN - SAN FRANCISCO

                  AT&T WIRELESS SERVICES 401(K) RETIREMENT 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          +                 +              +                 +
 Wireless      +                 +              +                 +
 Group Common  +                 +              +                 +
 Stock, par    +   60,000,000    +   $25.8438   +   $1,550,628    +  $409,366
 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 Wireless  Group 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
 plans (the "Plans") listed above.  In addition,  pursuant to Rule 416(c) of the
 Securities  Act,  this  registration  statement  shall be deemed to register an
 indeterminate amount of interests to be offered or sold pursuant to the Plans.

 PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 ITEM 1. Plan Information.*

 ITEM 2. Registrant Information and Employee Plan Annual Information.*

 * As  permitted  by Rule  428  under  the  Securities  Act,  this  registration
 statement omits the information  specified in Part I of Form S-8. The documents
 containing  the  information  specified  in  Part I will  be  delivered  to the
 participants in the Plans covered by this registration statement as required by
 Rule  428(b).  Such  documents  are not being  filed  with the  Securities  and
 Exchange  Commission (the "Commission") as part of this registration  statement
 or as prospectus  or  prospectuses  supplements  pursuant to Rule 424 under the
 Securities Act. Such documents and the documents incorporated by reference into
 this registration  statement pursuant to Item 3 of Part II of this registration
 statement, taken together,  constitute a prospectus that meets the requirements
 of Section 10(a) of the Securities 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)      The  description of AT&T Wireless Group Common Stock contained
                  and   incorporated   by  reference   in  AT&T's   Registration
                  Statements on Form 8-A dated April 24, 2000;

         (3)      Prospectus,  dated  April 27, 2000,  filed  pursuant  to  Rule
                  424(b)(1);

         (4)      AT&T's Quarterly  Report on  Form 10-Q for  the period  ending
                  March 31, 2000;

         (5)      AT&T's  Current  Reports  on Form 8-K filed  January  6, 2000,
                  January 14, 2000,  March 13, 2000,  March 17, 2000,  March 27,
                  2000,  March 27, 2000,  April 4, 2000,  April 24, 2000, May 5,
                  2000 and June 15, 2000;

         (5)      Annual Reports  for the Plans on  Form 11-K for the year ended
                  December 31, 1999.

       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 offiling (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.

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  common  stock  (including
restricted  shares) and had options to purchase an additional 33,750 shares AT&T
common stock.  Mr. Feit is eligible to participate in the AT&T Long Term Savings
Plan for Management Employees.

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.

     In accordance  with the  requirements  of Item 8(b) of Part II of Form S-8,
the  Registrant  will  submit or has  submitted  the Plans,  and any  amendments
thereto, to the Internal Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS to qualify the Plans.

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.

                                      II-2
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
Pursuant to the requirements of the Securities Act of 1933, the persons who
administer the Plans have duly caused this  registration  statement to be signed
on their behalf by the undersigned,  thereunto duly  authorized,  in the City of
Morristown, State of New Jersey, on the 10th day of August, 2000.

                          AT&T LONG TERM SAVINGS PLAN
                            FOR MANAGEMENT EMPLOYEES

                    AT&T LONG TERM SAVINGS AND SECURITY PLAN

                AT&T RETIREMENT SAVINGS AND PROFIT SHARING PLAN

         AT&T OF PUERTO RICO, INC. LONG TERM SAVINGS AND SECURITY PLAN

   AT&T OF PUERTO RICO, INC. LONG TERM SAVINGS PLAN FOR MANAGEMENT EMPLOYEES

                          AT&T LONG TERM SAVINGS PLAN

                  AT&T LONG TERM SAVINGS PLAN - SAN FRANCISCO

                 AT&T WIRELESS SERVICES 401(K) RETIREMENT PLAN

                                    By: /s/ Joanne Sisto
                                        ----------------------------
                                        Name:  Joanne Sisto
                                        Title: Administrator

                                      II-4
EXHIBIT INDEX

EXHIBIT
NUMBER        EXHIBIT DESCRIPTION

4.1           Restated  Certificate of  Incorporation  of the  registrant  filed
              January 10, 1989,  Certificate  of  Correction  of the  Registrant
              filed June 8, 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,
              Certificate of Amendment to the Certificate of Incorporation dated
              April 20, 1994,  Certificate of Amendment of the Registrant  filed
              June 8, 1998 and Certificate of Amendment of the Registrant  filed
              March 9, 1999 (filed as Exhibit (3)a to the Registrant's Form 10-K
              for 1998 (File No. 1-1105) and incorporated herein by reference).

4.2           Form   of   Certificate   of   Amendment  of  the  Certificate  of
              Incorporation  of  the  Registrant  (filed  as  Exhibit  A  to the
              Registrant's  Proxy  Statement on Schedule 14A,  dated January 26,
              2000, and incorporated herein by reference).

4.3           By-Laws  of the  Registrant,  as amended March 17, 1999  (filed as
              Exhibit  (3)b  to  the  Registrant's  Form  10-K  for  1998  (File
              No. 1-1105) and incorporated herein by reference).

4.4           Form of By-Law Amendment of the Registrant  (filed as Exhibit B to
              the  Registrant's Proxy  Statement on Schedule 14A,  dated January
              26, 2000, and incorporated herein by reference).

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

23.1.1        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
              (registration  no.  333-87935,   and   incorporated   herein   by
              reference).