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)

                     One AT&T Way
                Bedminster, New Jersey           07921

       (Address of Principal Executive Offices)(Zip Code)


                 AT&T 1996 AMENDED EMPLOYEE STOCK PURCHASE PLAN

                            (Full title of the plan)
                            ------------------------

                              ROBERT S. FEIT, ESQ.
                       VICE PRESIDENT - LAW AND SECRETARY
                                   AT&T CORP.
                                  ONE AT&T WAY
                          BEDMINSTER, NEW JERSEY 07921
                     (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  Common  +                  +              +                 +
 Stock, par    +  2,000,000       +   $16.555    +  $33,110,000    + $2,678.60
 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 Common Stock,  par value $1.00 per share, on the New York Stock Exchange on
March 24, 2003.

     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 AT&T Amended
1996 Employee Stock Purchase Plan (the "Plan") listed above.

     Pursuant  to Rule 416(a) of the  Securities  Act of 1933,  as amended  (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.

<PAGE>

         STATEMENT WITH RESPECT TO REGISTRATION OF ADDITIONAL SECURITIES


     AT&T Corp.  ("AT&T") has heretofore  filed on July 29, 1994, a registration
statement  on Form S-8,  as amended by  Post-Effective  Amendment  No. 1 thereto
dated April 30, 1996, File No. 33-54797 (the "Earlier  Registration  Statement")
which  registered  25,000,000  shares  (7,500,000  as  adjusted  for the  splits
referenced  below) of AT&T Common Stock (the "Common Stock") to be offered under
the Plan. In April 1999, there was a three-for-two split of the Common Stock and
in November  2002 there was a  one-for-five  reverse  split of the Common Stock.
Pursuant  to General  Instruction  E to Form S-8,  AT&T hereby  incorporates  by
reference the contents of the Earlier Registration Statement.

                             ADDITIONAL INFORMATION

PART II, Item 5. Interests of Named Experts and Counsel.

     As of March 1, 2003  Robert S. Feit,  Vice  President  - Law and  Corporate
Secretary of AT&T, owned 1246 shares of AT&T common stock (including  restricted
shares) and had options to purchase  additional  shares AT&T common  stock.  Mr.
Feit is currently a participant under the Plan.

<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 Bedminster, New Jersey, on the 31st day of March, 2003.

                             AT&T CORP.

                             By:  /s/     Robert S. Feit
                                  ---------------------------
                                  Name:   Robert S. Feit
                                  Title:  Vice President - Law and Secretary


     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
    PRINCIPAL EXECUTIVE OFFICER:          CAPACITY

    David W. Dorman*                      Chairman and Chief Executive Officer

    PRINCIPAL FINANCIAL OFFICER:

    Thomas W. Horton*                     Senior Executive Vice President
                                            and Chief Financial Officer

    PRINCIPAL ACCOUNTING OFFICER:

    Nicholas S. Cyprus*                   Vice President and Controller

    DIRECTORS
    David W. Dorman*
    Kenneth T. Derr*
    M. Kathryn Eickhoff*
    Frank C. Herringer*
    Amos B. Hostetter, Jr.*
    Shirley A. Jackson*
    Donald F. McHenry*
    Tony L. White*

    * By:  /s/ Robert S. Feit
           ------------------------
               Robert S. Feit
               (Attorney-In-Fact)


    March 31, 2003



Pursuant to the  requirements  of the  Securities  Act of 1933,  the persons who
administer the Plan have duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in State of New Jersey
on the 31st day of March 2003.

                             AT&T AMENDED 1996 EMPLOYEE STOCK PURCHASE PLAN



                             By: /s/     Daniel P. Feldman
                                 ----------------------------
                                 Name:   Daniel P. Feldman
                                 Title:  Administrator





                                  EXHIBIT INDEX

EXHIBIT
NUMBER                            EXHIBIT DESCRIPTION

5       Opinion of Robert S. Feit, Vice President - Law and Corporate Secretary
        of the registrant, as to the legality of the securities to be issued

23.1    Consent of PricewaterhouseCoopers LLP

23.2    Consent of PricewaterhouseCoopers LLP

23.3    Consent of KPMG LLP

23.4    Consent of KPMG LLP

23.5    Consent of KPMG LLP

23.6    Consent of Robert S. Feit is contained in the opinion of counsel filed
        as Exhibit 5

24.1    Powers of Attorney


<PAGE>

Exhibit 5

                                  One AT&T Way
                          Bedminster, New Jersey 07921


March 31, 2003
AT&T Corp.
One AT&T Way
Bedminster, New Jersey 07921


Dear Sirs:

     With reference to the  registration  statement on Form S-8 which AT&T Corp.
(the  "Company")  proposes to file with the Securities  and Exchange  Commission
(the "SEC") under the Securities Act of 1933, as amended,  registering 2,000,000
shares of AT&T Common Stock (par value $1 per share) (the "Shares") which may be
offered and sold by the  Company  under the AT&T  Amended  1996  Employee  Stock
Purchase  Plan (the "Plan"),  which  Shares,  under the terms of the Plan may be
authorized and unissued shares or treasury shares, I am of the opinion that:

     1. the Company is a corporation  duly  organized,  validly  existing and in
good standing under the laws of the State of New York;

     2. all proper  corporate  proceedings have been taken so that any Shares to
be offered and sold which are newly issued have been duly  authorized  and, upon
sale and payment therefor in accordance with the Plan and the resolutions of the
Board  of  Directors  relating  to  the  offering  and  sale  of  common  shares
thereunder, will be legally issued, fully paid and nonassessable.

     I hereby  consent to the filing of this opinion with the SEC in  connection
with the registration statement referred to above.

                             Very truly yours,

                             /s/  Robert S. Feit
                             -----------------------
                                  Robert S. Feit


<PAGE>

Exhibit 23.1



                       CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-8 of our report dated January 23, 2003,  except for Note 20,
as to  which  the  date is  February  28,  2003,  relating  to the  consolidated
financial statements which appear in AT&T Corp.'s Annual Report on Form 10-K for
the year ended  December  31,  2002.  We also  consent to the  incorporation  by
reference  of our report  dated  January 23, 2003  relating to the  consolidated
financial  statement  schedule,  which appears in AT&T Corp.'s  Annual Report on
Form 10-K for the year ended December 31, 2002.






PricewaterhouseCoopers LLP
New York, New York
March 28, 2003


<PAGE>


Exhibit 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on  Form  S-8 of  our  report  dated  May 1,  2002,  relating  to the
consolidated financial statements of Concert B.V., and it's subsidiaries,  which
appear in AT&T Corp.'s  Annual  Report on Form 10-K for the year ended  December
31, 2002.





PricewaterhouseCoopers LLP
McLean, Virginia
March 28, 2003


<PAGE>



Exhibit 23.3


                        CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
AT&T Canada Inc.

We consent to the  incorporation by reference in the  registration  statement on
Form S-8 of AT&T Corp. of our report to the Board of Directors dated January 31,
2003,  except  as to notes  1, 8 and 25,  which  are as of  February  25,  2003,
relating to the  consolidated  balance sheet of AT&T Canada Inc. ("the Company")
as of December 31, 2001, and the related  consolidated  statements of operations
and deficit and cash flows for the year then ended,  which appears as an exhibit
to the AT&T Corp. 2002 Annual Report on Form 10-K

Our report contains  Comments by the Auditors for U.S.  Readers on Canada - U.S.
Reporting  Differences  which  states  that  in  the  United  States,  reporting
standards  for  auditors  require  the  addition  of  an  explanatory  paragraph
(following the opinion paragraph) when the financial  statements are affected by
conditions and events that cast  substantial  doubt on the Company's  ability to
continue  as a  going  concern  such  as  those  described  in  note  1  to  the
consolidated  financial  statements.  Our  report to the Board of  Directors  is
expressed in accordance with Canadian reporting standards, which do not permit a
reference to such  conditions and events in the auditors'  report when these are
adequately disclosed in the financial statements.

In addition, in the United States,  reporting standards for auditors require the
addition of an  explanatory  paragraph  (following the opinion  paragraph)  when
there is a change in  accounting  principles  that has a material  effect on the
comparability  of  the  Company's  financial  statements,  such  as  the  change
described in note 2(e) to the consolidated  financial statements.  Our report to
the Board of  Directors  is  expressed in  accordance  with  Canadian  reporting
standards,  which do not  require a  reference  to such a change  in  accounting
principles in the auditors' report when the change is properly accounted for and
adequately disclosed in the financial statements.


KPMG LLP


Toronto, Canada
March 26, 2003


<PAGE>


Exhibit 23.4

                          Independent Auditors' Consent


The Board of Directors
AT&T Corp.:

We consent to the  incorporation by reference in the  registration  statement on
Form S-8, relating to the AT&T 1996 Amended Employee Stock Purchase Plan, of our
report,  dated  February 26, 2001,  with respect to the combined  statements  of
operations and comprehensive earnings, attributed net assets, and cash flows, of
Liberty Media Group for the year ended  December 31, 2000,  which report appears
in the 2002 annual  report on Form 10-K of AT&T Corp.



                             KPMG LLP


Denver, Colorado
March 26, 2003


<PAGE>


Exhibit 23.5

                          Independent Auditors' Consent


The Board of Directors
AT&T Corp.:

We consent to the  incorporation by reference in the  registration  statement on
Form S-8, relating to the AT&T 1996 Amended Employee Stock Purchase Plan, of our
report,  dated March 8, 2002, with respect to the consolidated balance sheets of
Liberty Media Corporation and subsidiaries  ("New Liberty" or "Successor") as of
December  31,  2001  and  2000,  and  the  related  consolidated  statements  of
operations, comprehensive earnings, stockholders' equity, and cash flows for the
years  ended  December  31,  2001 and 2000 and the period  from March 1, 1999 to
December 31, 1999  (Successor  periods) and from January 1, 1999 to February 28,
1999  (Predecessor  period),  which report  appears in the 2002 annual report on
Form 10-K of AT&T  Corp.

As  discussed  in  notes 3 and 8 to the  aforementioned  consolidated  financial
statements,  the  Company  changed  its  method  of  accounting  for  derivative
instruments and hedging activities in 2001.

As discussed in note 1 to the aforementioned  consolidated financial statements,
effective March 9, 1999,  AT&T Corp.,  the former parent company of New Liberty,
acquired  Tele-Communications,  Inc., the former parent company of Liberty Media
Corporation,  in a business combination accounted for as a purchase. As a result
of the acquisition, the consolidated financial information for the periods after
the acquisition is presented on a different cost basis than that for the periods
before the acquisition and, therefore, is not comparable.



                             KPMG LLP


Denver, Colorado
March 26, 2003




<PAGE>


Exhibit 24


                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the
"Company"),  proposes to file with the Securities and Exchange Commission, under
the  provisions  of the  Securities  Act of 1933,  as  amended,  a  registration
statement  or  statements  on Form S-8 with  respect  to up to an  additional  2
million  shares of AT&T Common Stock to be offered under the  Company's  Amended
1996 Employee Stock Purchase Plan, as further amended; and

     WHEREAS,  the undersigned is a director of the Company,  as indicated below
his signature:

     NOW, THEREFORE,  the undersigned hereby constitutes and appoints R. S. FEIT
and E. M. DWYER,  and each of them, as attorneys for him and in his name,  place
and stead, and in his capacity as a director of the Company, to execute and file
any  such  registration  statements  and  amendments  to  existing  registration
statements with respect to the above-described  common shares, and thereafter to
execute and file any amended  registration  statement or statements with respect
thereto or amendments or supplements to any of the foregoing,  hereby giving and
granting to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing  whatsoever  requisite  and necessary to be
done in and about the premises,  as fully,  to all intents and  purposes,  as he
might or could do if personally  present at the doing thereof,  hereby ratifying
and  confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 2003.



                             /s/  Kenneth T. Derr
                             ------------------------
                                  Kenneth T. Derr
                                  Director


<PAGE>


                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the
"Company"),  proposes to file with the Securities and Exchange Commission, under
the  provisions  of the  Securities  Act of 1933,  as  amended,  a  registration
statement  or  statements  on Form S-8 with  respect  to up to an  additional  2
million  shares of AT&T Common Stock to be offered under the  Company's  Amended
1996 Employee Stock Purchase Plan, as further amended; and

     WHEREAS,  the undersigned is both a director and an officer of the Company,
as indicated below his signature:

     NOW, THEREFORE,  the undersigned hereby constitutes and appoints R. S. FEIT
and E. M. DWYER,  and each of them, as attorneys for him and in his name,  place
and stead, and in his capacity as both a director and an officer of the Company,
to execute and file any such registration  statements and amendments to existing
registration  statements with respect to the above-described  common shares, and
thereafter to execute and file any amended registration  statement or statements
with respect  thereto or  amendments  or  supplements  to any of the  foregoing,
hereby giving and granting to said  attorneys,  and each of them, full power and
authority  to do and perform each and every act and thing  whatsoever  requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes,  as he might or could do if personally  present at the doing  thereof,
hereby  ratifying and  confirming  all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 2003.



                             /s/  David W. Dorman
                             -------------------------
                                  David W. Dorman
                                  Chairman of the Board and Director


<PAGE>


                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the
"Company"),  proposes to file with the Securities and Exchange Commission, under
the  provisions  of the  Securities  Act of 1933,  as  amended,  a  registration
statement  or  statements  on Form S-8 with  respect  to up to an  additional  2
million  shares of AT&T Common Stock to be offered under the  Company's  Amended
1996 Employee Stock Purchase Plan, as further amended; and

     WHEREAS,  the undersigned is a director of the Company,  as indicated below
her signature:

     NOW, THEREFORE,  the undersigned hereby constitutes and appoints R. S. FEIT
and E. M. DWYER,  and each of them, as attorneys for her and in her name,  place
and stead, and in her capacity as a director of the Company, to execute and file
any  such  registration  statements  and  amendments  to  existing  registration
statements with respect to the above-described  common shares, and thereafter to
execute and file any amended  registration  statement or statements with respect
thereto or amendments or supplements to any of the foregoing,  hereby giving and
granting to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing  whatsoever  requisite  and necessary to be
done in and about the premises,  as fully,  to all intents and purposes,  as she
might or could do if personally  present at the doing thereof,  hereby ratifying
and  confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 2003.



                             /s/  M. Kathryn Eickhoff
                             ---------------------------
                                  M. Kathryn Eickhoff
                                  Director


<PAGE>


                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the
"Company"),  proposes to file with the Securities and Exchange Commission, under
the  provisions  of the  Securities  Act of 1933,  as  amended,  a  registration
statement  or  statements  on Form S-8 with  respect  to up to an  additional  2
million  shares of AT&T Common Stock to be offered under the  Company's  Amended
1996 Employee Stock Purchase Plan, as further amended; and

     WHEREAS,  the undersigned is a director of the Company,  as indicated below
his signature:

     NOW, THEREFORE,  the undersigned hereby constitutes and appoints R. S. FEIT
and E. M. DWYER,  and each of them, as attorneys for him and in his name,  place
and stead, and in his capacity as a director of the Company, to execute and file
any  such  registration  statements  and  amendments  to  existing  registration
statements with respect to the above-described  common shares, and thereafter to
execute and file any amended  registration  statement or statements with respect
thereto or amendments or supplements to any of the foregoing,  hereby giving and
granting to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing  whatsoever  requisite  and necessary to be
done in and about the premises,  as fully,  to all intents and  purposes,  as he
might or could do if personally  present at the doing thereof,  hereby ratifying
and  confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 2003.



                             /s/  Frank C. Herringer
                             -----------------------------
                                  Frank C. Herringer
                                  Director


<PAGE>


                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the
"Company"),  proposes to file with the Securities and Exchange Commission, under
the  provisions  of the  Securities  Act of 1933,  as  amended,  a  registration
statement  or  statements  on Form S-8 with  respect  to up to an  additional  2
million  shares of AT&T Common Stock to be offered under the  Company's  Amended
1996 Employee Stock Purchase Plan, as further amended; and

     WHEREAS,  the undersigned is a director of the Company,  as indicated below
his signature:

     NOW, THEREFORE,  the undersigned hereby constitutes and appoints R. S. FEIT
and E. M. DWYER,  and each of them, as attorneys for him and in his name,  place
and stead, and in his capacity as a director of the Company, to execute and file
any  such  registration  statements  and  amendments  to  existing  registration
statements with respect to the above-described  common shares, and thereafter to
execute and file any amended  registration  statement or statements with respect
thereto or amendments or supplements to any of the foregoing,  hereby giving and
granting to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing  whatsoever  requisite  and necessary to be
done in and about the premises,  as fully,  to all intents and  purposes,  as he
might or could do if personally  present at the doing thereof,  hereby ratifying
and  confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 2003.



                             /s/  Amos B. Hostetter, Jr.
                             ------------------------------
                                  Amos B. Hostetter, Jr.
                                  Director


<PAGE>


                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the
"Company"),  proposes to file with the Securities and Exchange Commission, under
the  provisions  of the  Securities  Act of 1933,  as  amended,  a  registration
statement  or  statements  on Form S-8 with  respect  to up to an  additional  2
million  shares of AT&T Common Stock to be offered under the  Company's  Amended
1996 Employee Stock Purchase Plan, as further amended; and

     WHEREAS,  the undersigned is a director of the Company,  as indicated below
her signature:

     NOW, THEREFORE,  the undersigned hereby constitutes and appoints R. S. FEIT
and E. M. DWYER,  and each of them, as attorneys for her and in her name,  place
and stead, and in her capacity as a director of the Company, to execute and file
any  such  registration  statements  and  amendments  to  existing  registration
statements with respect to the above-described  common shares, and thereafter to
execute and file any amended  registration  statement or statements with respect
thereto or amendments or supplements to any of the foregoing,  hereby giving and
granting to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing  whatsoever  requisite  and necessary to be
done in and about the premises,  as fully,  to all intents and purposes,  as she
might or could do if personally  present at the doing thereof,  hereby ratifying
and  confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 2003.



                             /s/  Shirley Ann Jackson
                             ----------------------------
                                  Shirley Ann Jackson
                                  Director


<PAGE>


                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the
"Company"),  proposes to file with the Securities and Exchange Commission, under
the  provisions  of the  Securities  Act of 1933,  as  amended,  a  registration
statement  or  statements  on Form S-8 with  respect  to up to an  additional  2
million  shares of AT&T Common Stock to be offered under the  Company's  Amended
1996 Employee Stock Purchase Plan, as further amended; and

     WHEREAS,  the undersigned is a director of the Company,  as indicated below
his signature:

     NOW, THEREFORE,  the undersigned hereby constitutes and appoints R. S. FEIT
and E. M. DWYER,  and each of them, as attorneys for him and in his name,  place
and stead, and in his capacity as a director of the Company, to execute and file
any  such  registration  statements  and  amendments  to  existing  registration
statements with respect to the above-described  common shares, and thereafter to
execute and file any amended  registration  statement or statements with respect
thereto or amendments or supplements to any of the foregoing,  hereby giving and
granting to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing  whatsoever  requisite  and necessary to be
done in and about the premises,  as fully,  to all intents and  purposes,  as he
might or could do if personally  present at the doing thereof,  hereby ratifying
and  confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 2003.



                             /s/  Jon C. Madonna
                             ---------------------------
                                  Jon C. Madonna
                                  Director


<PAGE>


                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the
"Company"),  proposes to file with the Securities and Exchange Commission, under
the  provisions  of the  Securities  Act of 1933,  as  amended,  a  registration
statement  or  statements  on Form S-8 with  respect  to up to an  additional  2
million  shares of AT&T Common Stock to be offered under the  Company's  Amended
1996 Employee Stock Purchase Plan, as further amended; and

     WHEREAS,  the undersigned is a director of the Company,  as indicated below
his signature:

     NOW, THEREFORE,  the undersigned hereby constitutes and appoints R. S. FEIT
and E. M. DWYER,  and each of them, as attorneys for him and in his name,  place
and stead, and in his capacity as a director of the Company, to execute and file
any  such  registration  statements  and  amendments  to  existing  registration
statements with respect to the above-described  common shares, and thereafter to
execute and file any amended  registration  statement or statements with respect
thereto or amendments or supplements to any of the foregoing,  hereby giving and
granting to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing  whatsoever  requisite  and necessary to be
done in and about the premises,  as fully,  to all intents and  purposes,  as he
might or could do if personally  present at the doing thereof,  hereby ratifying
and  confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 2003.



                             /s/  Donald F. McHenry
                             --------------------------
                                  Donald F. McHenry
                                  Director


<PAGE>


                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the
"Company"),  proposes to file with the Securities and Exchange Commission, under
the  provisions  of the  Securities  Act of 1933,  as  amended,  a  registration
statement  or  statements  on Form S-8 with  respect  to up to an  additional  2
million  shares of AT&T Common Stock to be offered under the  Company's  Amended
1996 Employee Stock Purchase Plan, as further amended; and

     WHEREAS,  the undersigned is a director of the Company,  as indicated below
his signature:

     NOW, THEREFORE,  the undersigned hereby constitutes and appoints R. S. FEIT
and E. M. DWYER,  and each of them, as attorneys for him and in his name,  place
and stead, and in his capacity as a director of the Company, to execute and file
any  such  registration  statements  and  amendments  to  existing  registration
statements with respect to the above-described  common shares, and thereafter to
execute and file any amended  registration  statement or statements with respect
thereto or amendments or supplements to any of the foregoing,  hereby giving and
granting to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing  whatsoever  requisite  and necessary to be
done in and about the premises,  as fully,  to all intents and  purposes,  as he
might or could do if personally  present at the doing thereof,  hereby ratifying
and  confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 2003.



                             /s/  Tony L. White
                             -----------------------
                                  Tony L. White
                                  Director


<PAGE>


                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the
"Company"),  proposes to file with the Securities and Exchange Commission, under
the  provisions  of the  Securities  Act of 1933,  as  amended,  a  registration
statement or statements  with respect to up to an additional 2 million shares of
AT&T Common Stock to be offered under the Company's  Amended 1996 Employee Stock
Purchase Plan, as further amended; and

     WHEREAS,  the undersigned is an officer of the Company,  as indicated below
his signature:

     NOW, THEREFORE,  the undersigned hereby constitutes and appoints R. S. FEIT
and E. M. DWYER,  and each of them, as attorneys for him and in his name,  place
and stead, and in his capacity as both a director and an officer of the Company,
to execute and file any such registration  statements and amendments to existing
registration  statements with respect to the above-described  common shares, and
thereafter to execute and file any amended registration  statement or statements
with respect  thereto or  amendments  or  supplements  to any of the  foregoing,
hereby giving and granting to said  attorneys,  and each of them, full power and
authority  to do and perform each and every act and thing  whatsoever  requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes,  as he might or could do if personally  present at the doing  thereof,
hereby  ratifying and  confirming  all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 31st day of March, 2003.



                             /s/  Thomas W Horton
                             ---------------------------
                                  Thomas W. Horton
                                  Senior Executive Vice President and Chief
                                    Financial Officer


<PAGE>


                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the
"Company"),  proposes to file with the Securities and Exchange Commission, under
the  provisions  of the  Securities  Act of 1933,  as  amended,  a  registration
statement or statements  with respect to up to an additional 2 million shares of
AT&T Common Stock to be offered under the Company's  Amended 1996 Employee Stock
Purchase Plan, as further amended; and

     WHEREAS,  the undersigned is an officer of the Company,  as indicated below
his signature:

     NOW, THEREFORE,  the undersigned hereby constitutes and appoints R. S. FEIT
and E. M. DWYER,  and each of them, as attorneys for him and in his name,  place
and stead, and in his capacity as a director of the Company, to execute and file
any  such  registration  statements  and  amendments  to  existing  registration
statements with respect to the above-described  common shares, and thereafter to
execute and file any amended  registration  statement or statements with respect
thereto or amendments or supplements to any of the foregoing,  hereby giving and
granting to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing  whatsoever  requisite  and necessary to be
done in and about the premises,  as fully,  to all intents and  purposes,  as he
might or could do if personally  present at the doing thereof,  hereby ratifying
and  confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 31st day of March, 2003.



                             /s/  Nicholas S. Cyprus
                             -----------------------------
                                  Nicholas S. Cyprus
                                  Vice President and Controller
[{"type": "S-8", "sequence": "1", "filename": "s8033103.txt", "description": "FORM S-8 FOR AT&T CORP. DATED MARCH 31, 2003", "secsgml_size_bytes": 37225}]
{"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": "333-104166", "film-number": "03630910"}, "business-address": {"street1": "900 ROUTE 202/206 NORTH", "city": "BEDMINSTER", "state": "NJ", "zip": "07921", "phone": "9085321900"}, "mail-address": {"street1": "900 ROUTE 202/206 NORTH", "city": "BEDMINSTER", "state": "NJ", "zip": "07921"}, "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)

                     One AT&T Way
                Bedminster, New Jersey           07921

       (Address of Principal Executive Offices)(Zip Code)

                 AT&T 1996 AMENDED EMPLOYEE STOCK PURCHASE PLAN

                            (Full title of the plan)
                            ------------------------

                              ROBERT S. FEIT, ESQ.
                       VICE PRESIDENT - LAW AND SECRETARY
                                   AT&T CORP.
                                  ONE AT&T WAY
                          BEDMINSTER, NEW JERSEY 07921
                     (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  Common  +                  +              +                 +
 Stock, par    +  2,000,000       +   $16.555    +  $33,110,000    + $2,678.60
 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 Common Stock,  par value $1.00 per share, on the New York Stock Exchange on
March 24, 2003.

     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 AT&T Amended
1996 Employee Stock Purchase Plan (the "Plan") listed above.

     Pursuant  to Rule 416(a) of the  Securities  Act of 1933,  as amended  (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.
STATEMENT WITH RESPECT TO REGISTRATION OF ADDITIONAL SECURITIES

     AT&T Corp.  ("AT&T") has heretofore  filed on July 29, 1994, a registration
statement  on Form S-8,  as amended by  Post-Effective  Amendment  No. 1 thereto
dated April 30, 1996, File No. 33-54797 (the "Earlier  Registration  Statement")
which  registered  25,000,000  shares  (7,500,000  as  adjusted  for the  splits
referenced  below) of AT&T Common Stock (the "Common Stock") to be offered under
the Plan. In April 1999, there was a three-for-two split of the Common Stock and
in November  2002 there was a  one-for-five  reverse  split of the Common Stock.
Pursuant  to General  Instruction  E to Form S-8,  AT&T hereby  incorporates  by
reference the contents of the Earlier Registration Statement.

                             ADDITIONAL INFORMATION

PART II, Item 5. Interests of Named Experts and Counsel.

     As of March 1, 2003  Robert S. Feit,  Vice  President  - Law and  Corporate
Secretary of AT&T, owned 1246 shares of AT&T common stock (including  restricted
shares) and had options to purchase  additional  shares AT&T common  stock.  Mr.
Feit is currently a participant under the Plan.
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 Bedminster, New Jersey, on the 31st day of March, 2003.

                             AT&T CORP.

                             By:  /s/     Robert S. Feit
                                  ---------------------------
                                  Name:   Robert S. Feit
                                  Title:  Vice President - Law and Secretary

     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
    PRINCIPAL EXECUTIVE OFFICER:          CAPACITY

    David W. Dorman*                      Chairman and Chief Executive Officer

    PRINCIPAL FINANCIAL OFFICER:

    Thomas W. Horton*                     Senior Executive Vice President
                                            and Chief Financial Officer

    PRINCIPAL ACCOUNTING OFFICER:

    Nicholas S. Cyprus*                   Vice President and Controller

    DIRECTORS
    David W. Dorman*
    Kenneth T. Derr*
    M. Kathryn Eickhoff*
    Frank C. Herringer*
    Amos B. Hostetter, Jr.*
    Shirley A. Jackson*
    Donald F. McHenry*
    Tony L. White*

    * By:  /s/ Robert S. Feit
           ------------------------
               Robert S. Feit
               (Attorney-In-Fact)

    March 31, 2003

Pursuant to the  requirements  of the  Securities  Act of 1933,  the persons who
administer the Plan have duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in State of New Jersey
on the 31st day of March 2003.

                             AT&T AMENDED 1996 EMPLOYEE STOCK PURCHASE PLAN

                             By: /s/     Daniel P. Feldman
                                 ----------------------------
                                 Name:   Daniel P. Feldman
                                 Title:  Administrator

                                  EXHIBIT INDEX

EXHIBIT
NUMBER                            EXHIBIT DESCRIPTION

5       Opinion of Robert S. Feit, Vice President - Law and Corporate Secretary
        of the registrant, as to the legality of the securities to be issued

23.1    Consent of PricewaterhouseCoopers LLP

23.2    Consent of PricewaterhouseCoopers LLP

23.3    Consent of KPMG LLP

23.4    Consent of KPMG LLP

23.5    Consent of KPMG LLP

23.6    Consent of Robert S. Feit is contained in the opinion of counsel filed
        as Exhibit 5

24.1    Powers of Attorney
Exhibit 5

                                  One AT&T Way
                          Bedminster, New Jersey 07921

March 31, 2003
AT&T Corp.
One AT&T Way
Bedminster, New Jersey 07921

Dear Sirs:

     With reference to the  registration  statement on Form S-8 which AT&T Corp.
(the  "Company")  proposes to file with the Securities  and Exchange  Commission
(the "SEC") under the Securities Act of 1933, as amended,  registering 2,000,000
shares of AT&T Common Stock (par value $1 per share) (the "Shares") which may be
offered and sold by the  Company  under the AT&T  Amended  1996  Employee  Stock
Purchase  Plan (the "Plan"),  which  Shares,  under the terms of the Plan may be
authorized and unissued shares or treasury shares, I am of the opinion that:

     1. the Company is a corporation  duly  organized,  validly  existing and in
good standing under the laws of the State of New York;

     2. all proper  corporate  proceedings have been taken so that any Shares to
be offered and sold which are newly issued have been duly  authorized  and, upon
sale and payment therefor in accordance with the Plan and the resolutions of the
Board  of  Directors  relating  to  the  offering  and  sale  of  common  shares
thereunder, will be legally issued, fully paid and nonassessable.

     I hereby  consent to the filing of this opinion with the SEC in  connection
with the registration statement referred to above.

                             Very truly yours,

                             /s/  Robert S. Feit
                             -----------------------
                                  Robert S. Feit
Exhibit 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-8 of our report dated January 23, 2003,  except for Note 20,
as to  which  the  date is  February  28,  2003,  relating  to the  consolidated
financial statements which appear in AT&T Corp.'s Annual Report on Form 10-K for
the year ended  December  31,  2002.  We also  consent to the  incorporation  by
reference  of our report  dated  January 23, 2003  relating to the  consolidated
financial  statement  schedule,  which appears in AT&T Corp.'s  Annual Report on
Form 10-K for the year ended December 31, 2002.

PricewaterhouseCoopers LLP
New York, New York
March 28, 2003
Exhibit 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on  Form  S-8 of  our  report  dated  May 1,  2002,  relating  to the
consolidated financial statements of Concert B.V., and it's subsidiaries,  which
appear in AT&T Corp.'s  Annual  Report on Form 10-K for the year ended  December
31, 2002.

PricewaterhouseCoopers LLP
McLean, Virginia
March 28, 2003
Exhibit 23.3

                        CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
AT&T Canada Inc.

We consent to the  incorporation by reference in the  registration  statement on
Form S-8 of AT&T Corp. of our report to the Board of Directors dated January 31,
2003,  except  as to notes  1, 8 and 25,  which  are as of  February  25,  2003,
relating to the  consolidated  balance sheet of AT&T Canada Inc. ("the Company")
as of December 31, 2001, and the related  consolidated  statements of operations
and deficit and cash flows for the year then ended,  which appears as an exhibit
to the AT&T Corp. 2002 Annual Report on Form 10-K

Our report contains  Comments by the Auditors for U.S.  Readers on Canada - U.S.
Reporting  Differences  which  states  that  in  the  United  States,  reporting
standards  for  auditors  require  the  addition  of  an  explanatory  paragraph
(following the opinion paragraph) when the financial  statements are affected by
conditions and events that cast  substantial  doubt on the Company's  ability to
continue  as a  going  concern  such  as  those  described  in  note  1  to  the
consolidated  financial  statements.  Our  report to the Board of  Directors  is
expressed in accordance with Canadian reporting standards, which do not permit a
reference to such  conditions and events in the auditors'  report when these are
adequately disclosed in the financial statements.

In addition, in the United States,  reporting standards for auditors require the
addition of an  explanatory  paragraph  (following the opinion  paragraph)  when
there is a change in  accounting  principles  that has a material  effect on the
comparability  of  the  Company's  financial  statements,  such  as  the  change
described in note 2(e) to the consolidated  financial statements.  Our report to
the Board of  Directors  is  expressed in  accordance  with  Canadian  reporting
standards,  which do not  require a  reference  to such a change  in  accounting
principles in the auditors' report when the change is properly accounted for and
adequately disclosed in the financial statements.

KPMG LLP

Toronto, Canada
March 26, 2003
Exhibit 23.4

                          Independent Auditors' Consent

The Board of Directors
AT&T Corp.:

We consent to the  incorporation by reference in the  registration  statement on
Form S-8, relating to the AT&T 1996 Amended Employee Stock Purchase Plan, of our
report,  dated  February 26, 2001,  with respect to the combined  statements  of
operations and comprehensive earnings, attributed net assets, and cash flows, of
Liberty Media Group for the year ended  December 31, 2000,  which report appears
in the 2002 annual  report on Form 10-K of AT&T Corp.

                             KPMG LLP

Denver, Colorado
March 26, 2003
Exhibit 23.5

                          Independent Auditors' Consent

The Board of Directors
AT&T Corp.:

We consent to the  incorporation by reference in the  registration  statement on
Form S-8, relating to the AT&T 1996 Amended Employee Stock Purchase Plan, of our
report,  dated March 8, 2002, with respect to the consolidated balance sheets of
Liberty Media Corporation and subsidiaries  ("New Liberty" or "Successor") as of
December  31,  2001  and  2000,  and  the  related  consolidated  statements  of
operations, comprehensive earnings, stockholders' equity, and cash flows for the
years  ended  December  31,  2001 and 2000 and the period  from March 1, 1999 to
December 31, 1999  (Successor  periods) and from January 1, 1999 to February 28,
1999  (Predecessor  period),  which report  appears in the 2002 annual report on
Form 10-K of AT&T  Corp.

As  discussed  in  notes 3 and 8 to the  aforementioned  consolidated  financial
statements,  the  Company  changed  its  method  of  accounting  for  derivative
instruments and hedging activities in 2001.

As discussed in note 1 to the aforementioned  consolidated financial statements,
effective March 9, 1999,  AT&T Corp.,  the former parent company of New Liberty,
acquired  Tele-Communications,  Inc., the former parent company of Liberty Media
Corporation,  in a business combination accounted for as a purchase. As a result
of the acquisition, the consolidated financial information for the periods after
the acquisition is presented on a different cost basis than that for the periods
before the acquisition and, therefore, is not comparable.

                             KPMG LLP

Denver, Colorado
March 26, 2003
Exhibit 24

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the
"Company"),  proposes to file with the Securities and Exchange Commission, under
the  provisions  of the  Securities  Act of 1933,  as  amended,  a  registration
statement  or  statements  on Form S-8 with  respect  to up to an  additional  2
million  shares of AT&T Common Stock to be offered under the  Company's  Amended
1996 Employee Stock Purchase Plan, as further amended; and

     WHEREAS,  the undersigned is a director of the Company,  as indicated below
his signature:

     NOW, THEREFORE,  the undersigned hereby constitutes and appoints R. S. FEIT
and E. M. DWYER,  and each of them, as attorneys for him and in his name,  place
and stead, and in his capacity as a director of the Company, to execute and file
any  such  registration  statements  and  amendments  to  existing  registration
statements with respect to the above-described  common shares, and thereafter to
execute and file any amended  registration  statement or statements with respect
thereto or amendments or supplements to any of the foregoing,  hereby giving and
granting to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing  whatsoever  requisite  and necessary to be
done in and about the premises,  as fully,  to all intents and  purposes,  as he
might or could do if personally  present at the doing thereof,  hereby ratifying
and  confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 2003.

                             /s/  Kenneth T. Derr
                             ------------------------
                                  Kenneth T. Derr
                                  Director
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the
"Company"),  proposes to file with the Securities and Exchange Commission, under
the  provisions  of the  Securities  Act of 1933,  as  amended,  a  registration
statement  or  statements  on Form S-8 with  respect  to up to an  additional  2
million  shares of AT&T Common Stock to be offered under the  Company's  Amended
1996 Employee Stock Purchase Plan, as further amended; and

     WHEREAS,  the undersigned is both a director and an officer of the Company,
as indicated below his signature:

     NOW, THEREFORE,  the undersigned hereby constitutes and appoints R. S. FEIT
and E. M. DWYER,  and each of them, as attorneys for him and in his name,  place
and stead, and in his capacity as both a director and an officer of the Company,
to execute and file any such registration  statements and amendments to existing
registration  statements with respect to the above-described  common shares, and
thereafter to execute and file any amended registration  statement or statements
with respect  thereto or  amendments  or  supplements  to any of the  foregoing,
hereby giving and granting to said  attorneys,  and each of them, full power and
authority  to do and perform each and every act and thing  whatsoever  requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes,  as he might or could do if personally  present at the doing  thereof,
hereby  ratifying and  confirming  all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 2003.

                             /s/  David W. Dorman
                             -------------------------
                                  David W. Dorman
                                  Chairman of the Board and Director
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the
"Company"),  proposes to file with the Securities and Exchange Commission, under
the  provisions  of the  Securities  Act of 1933,  as  amended,  a  registration
statement  or  statements  on Form S-8 with  respect  to up to an  additional  2
million  shares of AT&T Common Stock to be offered under the  Company's  Amended
1996 Employee Stock Purchase Plan, as further amended; and

     WHEREAS,  the undersigned is a director of the Company,  as indicated below
her signature:

     NOW, THEREFORE,  the undersigned hereby constitutes and appoints R. S. FEIT
and E. M. DWYER,  and each of them, as attorneys for her and in her name,  place
and stead, and in her capacity as a director of the Company, to execute and file
any  such  registration  statements  and  amendments  to  existing  registration
statements with respect to the above-described  common shares, and thereafter to
execute and file any amended  registration  statement or statements with respect
thereto or amendments or supplements to any of the foregoing,  hereby giving and
granting to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing  whatsoever  requisite  and necessary to be
done in and about the premises,  as fully,  to all intents and purposes,  as she
might or could do if personally  present at the doing thereof,  hereby ratifying
and  confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 2003.

                             /s/  M. Kathryn Eickhoff
                             ---------------------------
                                  M. Kathryn Eickhoff
                                  Director
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the
"Company"),  proposes to file with the Securities and Exchange Commission, under
the  provisions  of the  Securities  Act of 1933,  as  amended,  a  registration
statement  or  statements  on Form S-8 with  respect  to up to an  additional  2
million  shares of AT&T Common Stock to be offered under the  Company's  Amended
1996 Employee Stock Purchase Plan, as further amended; and

     WHEREAS,  the undersigned is a director of the Company,  as indicated below
his signature:

     NOW, THEREFORE,  the undersigned hereby constitutes and appoints R. S. FEIT
and E. M. DWYER,  and each of them, as attorneys for him and in his name,  place
and stead, and in his capacity as a director of the Company, to execute and file
any  such  registration  statements  and  amendments  to  existing  registration
statements with respect to the above-described  common shares, and thereafter to
execute and file any amended  registration  statement or statements with respect
thereto or amendments or supplements to any of the foregoing,  hereby giving and
granting to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing  whatsoever  requisite  and necessary to be
done in and about the premises,  as fully,  to all intents and  purposes,  as he
might or could do if personally  present at the doing thereof,  hereby ratifying
and  confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 2003.

                             /s/  Frank C. Herringer
                             -----------------------------
                                  Frank C. Herringer
                                  Director
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the
"Company"),  proposes to file with the Securities and Exchange Commission, under
the  provisions  of the  Securities  Act of 1933,  as  amended,  a  registration
statement  or  statements  on Form S-8 with  respect  to up to an  additional  2
million  shares of AT&T Common Stock to be offered under the  Company's  Amended
1996 Employee Stock Purchase Plan, as further amended; and

     WHEREAS,  the undersigned is a director of the Company,  as indicated below
his signature:

     NOW, THEREFORE,  the undersigned hereby constitutes and appoints R. S. FEIT
and E. M. DWYER,  and each of them, as attorneys for him and in his name,  place
and stead, and in his capacity as a director of the Company, to execute and file
any  such  registration  statements  and  amendments  to  existing  registration
statements with respect to the above-described  common shares, and thereafter to
execute and file any amended  registration  statement or statements with respect
thereto or amendments or supplements to any of the foregoing,  hereby giving and
granting to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing  whatsoever  requisite  and necessary to be
done in and about the premises,  as fully,  to all intents and  purposes,  as he
might or could do if personally  present at the doing thereof,  hereby ratifying
and  confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 2003.

                             /s/  Amos B. Hostetter, Jr.
                             ------------------------------
                                  Amos B. Hostetter, Jr.
                                  Director
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the
"Company"),  proposes to file with the Securities and Exchange Commission, under
the  provisions  of the  Securities  Act of 1933,  as  amended,  a  registration
statement  or  statements  on Form S-8 with  respect  to up to an  additional  2
million  shares of AT&T Common Stock to be offered under the  Company's  Amended
1996 Employee Stock Purchase Plan, as further amended; and

     WHEREAS,  the undersigned is a director of the Company,  as indicated below
her signature:

     NOW, THEREFORE,  the undersigned hereby constitutes and appoints R. S. FEIT
and E. M. DWYER,  and each of them, as attorneys for her and in her name,  place
and stead, and in her capacity as a director of the Company, to execute and file
any  such  registration  statements  and  amendments  to  existing  registration
statements with respect to the above-described  common shares, and thereafter to
execute and file any amended  registration  statement or statements with respect
thereto or amendments or supplements to any of the foregoing,  hereby giving and
granting to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing  whatsoever  requisite  and necessary to be
done in and about the premises,  as fully,  to all intents and purposes,  as she
might or could do if personally  present at the doing thereof,  hereby ratifying
and  confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 2003.

                             /s/  Shirley Ann Jackson
                             ----------------------------
                                  Shirley Ann Jackson
                                  Director
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the
"Company"),  proposes to file with the Securities and Exchange Commission, under
the  provisions  of the  Securities  Act of 1933,  as  amended,  a  registration
statement  or  statements  on Form S-8 with  respect  to up to an  additional  2
million  shares of AT&T Common Stock to be offered under the  Company's  Amended
1996 Employee Stock Purchase Plan, as further amended; and

     WHEREAS,  the undersigned is a director of the Company,  as indicated below
his signature:

     NOW, THEREFORE,  the undersigned hereby constitutes and appoints R. S. FEIT
and E. M. DWYER,  and each of them, as attorneys for him and in his name,  place
and stead, and in his capacity as a director of the Company, to execute and file
any  such  registration  statements  and  amendments  to  existing  registration
statements with respect to the above-described  common shares, and thereafter to
execute and file any amended  registration  statement or statements with respect
thereto or amendments or supplements to any of the foregoing,  hereby giving and
granting to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing  whatsoever  requisite  and necessary to be
done in and about the premises,  as fully,  to all intents and  purposes,  as he
might or could do if personally  present at the doing thereof,  hereby ratifying
and  confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 2003.

                             /s/  Jon C. Madonna
                             ---------------------------
                                  Jon C. Madonna
                                  Director
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the
"Company"),  proposes to file with the Securities and Exchange Commission, under
the  provisions  of the  Securities  Act of 1933,  as  amended,  a  registration
statement  or  statements  on Form S-8 with  respect  to up to an  additional  2
million  shares of AT&T Common Stock to be offered under the  Company's  Amended
1996 Employee Stock Purchase Plan, as further amended; and

     WHEREAS,  the undersigned is a director of the Company,  as indicated below
his signature:

     NOW, THEREFORE,  the undersigned hereby constitutes and appoints R. S. FEIT
and E. M. DWYER,  and each of them, as attorneys for him and in his name,  place
and stead, and in his capacity as a director of the Company, to execute and file
any  such  registration  statements  and  amendments  to  existing  registration
statements with respect to the above-described  common shares, and thereafter to
execute and file any amended  registration  statement or statements with respect
thereto or amendments or supplements to any of the foregoing,  hereby giving and
granting to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing  whatsoever  requisite  and necessary to be
done in and about the premises,  as fully,  to all intents and  purposes,  as he
might or could do if personally  present at the doing thereof,  hereby ratifying
and  confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 2003.

                             /s/  Donald F. McHenry
                             --------------------------
                                  Donald F. McHenry
                                  Director
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the
"Company"),  proposes to file with the Securities and Exchange Commission, under
the  provisions  of the  Securities  Act of 1933,  as  amended,  a  registration
statement  or  statements  on Form S-8 with  respect  to up to an  additional  2
million  shares of AT&T Common Stock to be offered under the  Company's  Amended
1996 Employee Stock Purchase Plan, as further amended; and

     WHEREAS,  the undersigned is a director of the Company,  as indicated below
his signature:

     NOW, THEREFORE,  the undersigned hereby constitutes and appoints R. S. FEIT
and E. M. DWYER,  and each of them, as attorneys for him and in his name,  place
and stead, and in his capacity as a director of the Company, to execute and file
any  such  registration  statements  and  amendments  to  existing  registration
statements with respect to the above-described  common shares, and thereafter to
execute and file any amended  registration  statement or statements with respect
thereto or amendments or supplements to any of the foregoing,  hereby giving and
granting to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing  whatsoever  requisite  and necessary to be
done in and about the premises,  as fully,  to all intents and  purposes,  as he
might or could do if personally  present at the doing thereof,  hereby ratifying
and  confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 19th day of March, 2003.

                             /s/  Tony L. White
                             -----------------------
                                  Tony L. White
                                  Director
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the
"Company"),  proposes to file with the Securities and Exchange Commission, under
the  provisions  of the  Securities  Act of 1933,  as  amended,  a  registration
statement or statements  with respect to up to an additional 2 million shares of
AT&T Common Stock to be offered under the Company's  Amended 1996 Employee Stock
Purchase Plan, as further amended; and

     WHEREAS,  the undersigned is an officer of the Company,  as indicated below
his signature:

     NOW, THEREFORE,  the undersigned hereby constitutes and appoints R. S. FEIT
and E. M. DWYER,  and each of them, as attorneys for him and in his name,  place
and stead, and in his capacity as both a director and an officer of the Company,
to execute and file any such registration  statements and amendments to existing
registration  statements with respect to the above-described  common shares, and
thereafter to execute and file any amended registration  statement or statements
with respect  thereto or  amendments  or  supplements  to any of the  foregoing,
hereby giving and granting to said  attorneys,  and each of them, full power and
authority  to do and perform each and every act and thing  whatsoever  requisite
and necessary to be done in and about the premises, as fully, to all intents and
purposes,  as he might or could do if personally  present at the doing  thereof,
hereby  ratifying and  confirming  all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 31st day of March, 2003.

                             /s/  Thomas W Horton
                             ---------------------------
                                  Thomas W. Horton
                                  Senior Executive Vice President and Chief
                                    Financial Officer
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as the
"Company"),  proposes to file with the Securities and Exchange Commission, under
the  provisions  of the  Securities  Act of 1933,  as  amended,  a  registration
statement or statements  with respect to up to an additional 2 million shares of
AT&T Common Stock to be offered under the Company's  Amended 1996 Employee Stock
Purchase Plan, as further amended; and

     WHEREAS,  the undersigned is an officer of the Company,  as indicated below
his signature:

     NOW, THEREFORE,  the undersigned hereby constitutes and appoints R. S. FEIT
and E. M. DWYER,  and each of them, as attorneys for him and in his name,  place
and stead, and in his capacity as a director of the Company, to execute and file
any  such  registration  statements  and  amendments  to  existing  registration
statements with respect to the above-described  common shares, and thereafter to
execute and file any amended  registration  statement or statements with respect
thereto or amendments or supplements to any of the foregoing,  hereby giving and
granting to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing  whatsoever  requisite  and necessary to be
done in and about the premises,  as fully,  to all intents and  purposes,  as he
might or could do if personally  present at the doing thereof,  hereby ratifying
and  confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Power of Attorney
this 31st day of March, 2003.

                             /s/  Nicholas S. Cyprus
                             -----------------------------
                                  Nicholas S. Cyprus
                                  Vice President and Controller