<PAGE> 1                                                          
                    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 1987 Long Term Incentive Program
                               ____________

                             Agent for Service
              S. L. Prendergast, 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)        +                   +              +                 +
              +                   +              +                 +
              +    8,000,000      + $  49 3/8    +   $395,000,000  + $136,207.85
================================================================================

     *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 November 28, 1994.
                                   ____________

<PAGE> 2
                                  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, 1993;

     (2)  AT&T's Quarterly Report on Form 10-Q for the periods
          ended March 31, 1994, June 30, 1994 and September 30,
          1994; and

     (3)  AT&T's Current Reports on Form 8-K dated January 14,
          1994, January 27, 1994, March 4, 1994, March 23, 1994,
          April 5, 1994, August 16, 1993, as amended (filed April
          19, 1994), April 22, 1994, August 16, 1993, as amended
          (filed May 20, 1994), May 26, 1994, July 15, 1994,
          August 16, 1993, as amended (filed August 23, 1994),
          August 25, 1994, September 14, 1994, September 19, 1994
          and October 26, 1994;

     (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.

                                     1

<PAGE> 3

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.




                                     2

<PAGE> 4

     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-A     AT&T 1987 Long Term Incentive Program as amended
               July 17, 1989, (Exhibit (10)(iii)(A)2 to Form SE,
               dated March 24, 1993, File No. 1-1105).

       4-B     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-A     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-A.  

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














                                     3

<PAGE> 5

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.  





                                     4

<PAGE> 6

     (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.  







































                                     5

<PAGE> 7
                                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 the 29th day of November, 1994.

                            AT&T CORP.


                        By (S. L. Prendergast, 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:                  #
                                              #
                  Executive Vice President    #
   R. W. Miller     and Chief Financial       #
                           Officer            #
                                              ###
                                              #
                                              # By (S. L. Prendergast)
                                              #     attorney-in-fact)*
Principal Accounting Officer:                 #
                                              #
    M. B. Tart          Vice President        #
                        and Controller        #   November 29, 1994
                                              #
Directors:                                    #
                                              #
    R. E. Allen                               #
    M. Kathryn Eickhoff                       #
    Walter Y. Elisha                          #
    Philip M. Hawley                          #
    Carla A. Hills                            #
    Belton K. Johnson                         #
    Donald F. McHenry                         #
    Victor A. Pelson                          #
    Donald S. Perkins                         #
    Henry B. Schacht                          #
    Michael I. Sovern                         #
    Franklin A. Thomas                        #  *by power of attorney
    Joseph D. Williams                       #
    Thomas H. Wyman                         #

<PAGE> 8



                                   EXHIBIT INDEX


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

     Exhibit
     Number
            

       4-A     AT&T 1987 Long Term Incentive Program as amended July 17,
               1989, (Exhibit (10)(iii)(A)2 to Form SE, dated March 24,
               1993, File No. 1-1105).

       4-B     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-A     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-A.  

      24       Power of Attorney executed by officers and directors who
               signed this registration statement.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18083}]
{"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": "033-56643", "film-number": "94562610"}, "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"}}
1                                                          
                    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 1987 Long Term Incentive Program
                               ____________

                             Agent for Service
              S. L. Prendergast, 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)        +                   +              +                 +
              +                   +              +                 +
              +    8,000,000      + $  49 3/8    +   $395,000,000  + $136,207.85
================================================================================

     *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 November 28, 1994.
                                   ____________
2
                                  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, 1993;

     (2)  AT&T's Quarterly Report on Form 10-Q for the periods
          ended March 31, 1994, June 30, 1994 and September 30,
          1994; and

     (3)  AT&T's Current Reports on Form 8-K dated January 14,
          1994, January 27, 1994, March 4, 1994, March 23, 1994,
          April 5, 1994, August 16, 1993, as amended (filed April
          19, 1994), April 22, 1994, August 16, 1993, as amended
          (filed May 20, 1994), May 26, 1994, July 15, 1994,
          August 16, 1993, as amended (filed August 23, 1994),
          August 25, 1994, September 14, 1994, September 19, 1994
          and October 26, 1994;

     (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.

                                     1
3

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.

                                     2
4

     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-A     AT&T 1987 Long Term Incentive Program as amended
               July 17, 1989, (Exhibit (10)(iii)(A)2 to Form SE,
               dated March 24, 1993, File No. 1-1105).

       4-B     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-A     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-A.  

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

                                     3
5

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.  

                                     4
6

     (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.  

                                     5
7
                                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 the 29th day of November, 1994.

                            AT&T CORP.

                        By (S. L. Prendergast, 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:                  #
                                              #
                  Executive Vice President    #
   R. W. Miller     and Chief Financial       #
                           Officer            #
                                              ###
                                              #
                                              # By (S. L. Prendergast)
                                              #     attorney-in-fact)*
Principal Accounting Officer:                 #
                                              #
    M. B. Tart          Vice President        #
                        and Controller        #   November 29, 1994
                                              #
Directors:                                    #
                                              #
    R. E. Allen                               #
    M. Kathryn Eickhoff                       #
    Walter Y. Elisha                          #
    Philip M. Hawley                          #
    Carla A. Hills                            #
    Belton K. Johnson                         #
    Donald F. McHenry                         #
    Victor A. Pelson                          #
    Donald S. Perkins                         #
    Henry B. Schacht                          #
    Michael I. Sovern                         #
    Franklin A. Thomas                        #  *by power of attorney
    Joseph D. Williams                       #
    Thomas H. Wyman                         #
8

                                   EXHIBIT INDEX

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

     Exhibit
     Number
            

       4-A     AT&T 1987 Long Term Incentive Program as amended July 17,
               1989, (Exhibit (10)(iii)(A)2 to Form SE, dated March 24,
               1993, File No. 1-1105).

       4-B     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-A     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-A.  

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