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 Issuable Under the Stock Option Plan of the
                      AT&T 1997 Long Term Incentive 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        +                  +              +                 +
 (common--par  +                  +              +                 +
 value $1 per  +                  +              +                 +
 share)        +                  +              +                 +
               +                  +              +                 +
               +   20,000,000     + $ 35 3/4     +   $715,000,000  +  $216,667
 ===============================================================================

     *Estimated  solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(c) of the Securities Act of 1933, based upon the average of
the high and low sale  prices of the common  stock,  par value $1 per share,  of
AT&T Corp. on the New York Stock Exchange on June 3, 1997.
                                  ------------

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

(1)   AT&T's Annual Report on Form 10-K for the year ended December 31, 1996;

(2)   AT&T's Quarterly Report on Form 10-Q for the period ended March 31, 1997;
      and

(3)   AT&T's Current Reports on Form 8-K dated January 15, 1997 and
      March 3, 1997;

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

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

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

<PAGE>

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

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

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

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


<PAGE>

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

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

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

  Exhibit
  Number
  ------

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

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

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

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

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

<PAGE>

Item 9.  Undertakings.

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

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

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

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

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

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

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

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

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


<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 June
5, 1997.

                                   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:                  #
                                              #
         R. E. Allen      Chairman            #
                          of the Board        #
                                              #
                                              #
Principal Financial Officer:                  #
                                              #
                          Senior Executive    #
         D. E. Somers     Vice President and  #
                          Chief Financial     #
                          Officer             #
                                              ###
                                              #
                                              #   /s/  Edward M. Dwyer
                                              #        -----------------------
                                              #    By  Edward M. Dwyer
                                              #        (attorney-in-fact)*
Principal Accounting Officer:                 #
                                              #
         M. B. Tart       Vice President      #
                          and Controller      #   June 5, 1997
                                              #
Directors:                                    #
                                              #
         R. E. Allen                          #
         Kenneth T. Derr                      #
         M. Kathryn Eickhoff                  #
         Walter Y. Elisha                     #
         George M. C. Fischer                 #
         Ralph S. Larsen                      #
         Michael I. Sovern                    #
         John R. Walter                       #  *by power of attorney
         Thomas H. Wyman                      #


<PAGE>

                                  EXHIBIT INDEX


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

         Exhibit
         Number


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

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

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

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

          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": 17112}]
{"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": "333-28665", "film-number": "97620324"}, "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 Issuable Under the Stock Option Plan of the
                      AT&T 1997 Long Term Incentive 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        +                  +              +                 +
 (common--par  +                  +              +                 +
 value $1 per  +                  +              +                 +
 share)        +                  +              +                 +
               +                  +              +                 +
               +   20,000,000     + $ 35 3/4     +   $715,000,000  +  $216,667
 ===============================================================================

     *Estimated  solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(c) of the Securities Act of 1933, based upon the average of
the high and low sale  prices of the common  stock,  par value $1 per share,  of
AT&T Corp. on the New York Stock Exchange on June 3, 1997.
                                  ------------
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

(1)   AT&T's Annual Report on Form 10-K for the year ended December 31, 1996;

(2)   AT&T's Quarterly Report on Form 10-Q for the period ended March 31, 1997;
      and

(3)   AT&T's Current Reports on Form 8-K dated January 15, 1997 and
      March 3, 1997;

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

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

     Any  statement  contained  in an  Incorporated  Document  or  deemed  to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes  hereof to the extent that a statement  contained  herein or in any
other  subsequently  filed  Incorporated  Document  modifies or supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

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

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

     AT&T has entered into contracts  with its officers and directors,  pursuant
to the provisions of bcl section 721, by which it will be obligated to indemnify
such persons,  to the fullest  extent  permitted by the bcl,  against  expenses,
fees,  judgments,  fines and amounts paid in settlement  in connection  with any
present or future  threatened,  pending or completed action,  suit or proceeding
based in any way upon or related to the fact that such  person was an officer or
director  of AT&T or, at the  request of AT&T,  an  officer,  director  or other
partner,  agent,  employee  or trustee of another  enterprise.  The  contractual
indemnification so provided will not extend to any situation where a judgment or
other final  adjudication  adverse to such person  establishes that his/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 of 1933 ("1933 Act"),  which might be incurred by them
in such capacities.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

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

  Exhibit
  Number
  ------

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

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

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

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

  24       Power of Attorney executed by officers and directors who signed this
           registration statement.
Item 9.  Undertakings.

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

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

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

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

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

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

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

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

         (5) Insofar as indemnification  for liabilities  arising under the 1933
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the SEC such  indemnification is against
public policy as expressed in the 1933 Act and is, therefore,  unenforceable. In
the event that a claim for indemnification  against such liabilities (other than
the  payment by the  registrant  of  expenses  incurred  or paid by a  director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,  the registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.
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 June
5, 1997.

                                   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:                  #
                                              #
         R. E. Allen      Chairman            #
                          of the Board        #
                                              #
                                              #
Principal Financial Officer:                  #
                                              #
                          Senior Executive    #
         D. E. Somers     Vice President and  #
                          Chief Financial     #
                          Officer             #
                                              ###
                                              #
                                              #   /s/  Edward M. Dwyer
                                              #        -----------------------
                                              #    By  Edward M. Dwyer
                                              #        (attorney-in-fact)*
Principal Accounting Officer:                 #
                                              #
         M. B. Tart       Vice President      #
                          and Controller      #   June 5, 1997
                                              #
Directors:                                    #
                                              #
         R. E. Allen                          #
         Kenneth T. Derr                      #
         M. Kathryn Eickhoff                  #
         Walter Y. Elisha                     #
         George M. C. Fischer                 #
         Ralph S. Larsen                      #
         Michael I. Sovern                    #
         John R. Walter                       #  *by power of attorney
         Thomas H. Wyman                      #
EXHIBIT INDEX

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

         Exhibit
         Number

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

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

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

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

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