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
                                  _____________

                    AT&T Long Term Savings and Security Plan
                                  _____________

                                Agent for Service
                  Edward M. Dwyer, Vice President and Treasurer
            32 Avenue of the Americas, New York, New York 10013-2412
                                 (212) 387-5400
                                  _____________

                  Please send copies of all communications to:
              Marilyn J. Wasser, Vice President - Law and Secretary
            32 Avenue of the Americas, New York, New York 10013-2412
                                  ____________

                         CALCULATION OF REGISTRATION FEE
================================================================================
                  +              + Proposed    + Proposed    +
                  +              + maximum     + maximum     +
Title of          + Amount       + offering    + aggregate   + Amount of
securities to     + to be        + price       + offering    + registration
be registered     + registered(1)+ per share(2)+ price (2)   +    fee
================================================================================
                  +              +             +             +
AT&T Corp.        +   4,600,000  +   $ 62.19   +$286,062,500 + $ 84,388.44
Shares            +              +             +             +
(common--par      +              +             +             +
value $1 per      +              +             +             +
share)            +              +             +             +
================================================================================
(1)   Represents  the  estimated  number of  shares that may be acquired  by the
      Truste  under the  AT&T Long Term Savings and  Security Plan (the "Plan").
(2)   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  the   AT&T Corp.  on  the New  York  Stock  Exchange on
      February 25, 1998.

      In  addition, pursuant  to  Rule 416(c) under the  Securities Act of 1933,
this registration statement also covers an indeterminate amount of  interests to
be offered or sold pursuant to the employee benefit plan described herein.


<PAGE>


                              CROSS REFERENCE SHEET

                                   AT&T Corp.

                    AT&T Long Term Savings and Security Plan
 

Item
 No.                             Item                          Page
----                             ----                          ----

 1.               Plan Information....................          *

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

 3.               Incorporation of Documents by
                  Reference ..........................          1

 4.               Description of Securities...........          1

 5.               Interests of Named Experts and
                  Counsel ............................          2

 6.               Indemnification of Directors and
                  Officers ...........................          2

 7.               Exemption from Registration Claimed.          3

 8.               Exhibits............................          3

 9.               Undertakings........................          3








* Omitted since answer is inapplicable.

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents have been filed by AT&T Corp. ("AT&T") with the
Securities   and  Exchange   Commission   ("SEC")  (File  No.  1-1105)  and  are
incorporated herein by reference:

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

         (2)  AT&T's  Quarterly  Reports on  Form 10-Q  for  the  periods  ended
              March 31, 1997, June 30, 1997 and September 30, 1997;

         (3)  AT&T's  Current  Reports  on  Form  8-K  dated  January  15, 1997,
              March 3, 1997,  June 19, 1997,   July 15, 1997,   August 12, 1997,
              October 20, 1997 (filed October 24, 1997), October 20, 1997 (filed
              November 4, 1997), December 18, 1997, January 8, 1998 and March 2,
              1998;

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

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

         Not Applicable.   1
<PAGE>


Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

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

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

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

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

                                        2


<PAGE>


Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

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

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

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

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

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

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;


                                        3
<PAGE>


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

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

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

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

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

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


                                        4
<PAGE>


                                   SIGNATURES
The Registrant

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration  statement or  amendment  thereto to be signed on its behalf by the
undersigned,  thereunto  duly  authorized,  in The  City of New  York,  State of
New York, on March 2, 1998.

                            AT&T CORP.


                            /s/  E. M. Dwyer
                            ------------------------------
                            By:  E. M. Dwyer
                                 Vice President and Treasurer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement or amendment  thereto has been signed below by the
following persons in the capacities and on the date indicated.

Principal Executive Officer:                  #
                                              #
         C. Michael Armstrong   Chairman      #
                              of the Board    #
                                              #
                                              #
Principal Financial Officer:                  #
                                              #
                          Senior Executive    #
         D. E. Somers    Vice President and   #
                           Chief Financial    #
                               Officer        #
                                              ###
                                              #
                                              #   By  Edward M. Dwyer
                                              #   (attorney-in-fact)*
Principal Accounting Officer:                 #
         M. B. Tart      Vice President       #
                         and Controller       #   March 2, 1998
                                              #
Directors:                                    #
         C. Michael Armstrong                 #
         Kenneth T. Derr                      #
         M. Kathryn Eickhoff                  #
         Walter Y. Elisha                     #
         George M. C. Fisher                  #
         Donald V. Fites                      #
         Ralph S. Larsen                      #
         Donald F. McHenry                    #
         Michael I. Sovern                    #
         Thomas H. Wyman                      #   *by power of attorney
         John D. Zeglis                       #


<PAGE>


                                   SIGNATURES


The Plan

         Pursuant to the  requirements  of the  Securities Act of 1933, the AT&T
Long Term Savings and Security Plan has duly caused this registration  statement
or amendment  thereto to be signed on its behalf by the  undersigned,  thereunto
duly authorized,  in the Town of Basking Ridge, State of New Jersey, on the 27th
day of February, 1998.


                            AT&T Long Term Savings and Security Plan





                            /s/  Udayan D. Vinod
                            ------------------------------
                            By:  Udayan D. Vinod
                                 Secretary -  AT&T Long Term Savings and
                                   Security Plan Committee



<PAGE>


                                  EXHIBIT INDEX


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

         Exhibit
         Number
         -------

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

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

         24    Powers of Attorney executed  by officers and directors who signed
               this registration statement.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19726}]
{"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": "333-47257", "film-number": "98556794"}, "business-address": {"street1": "32 AVENUE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10013", "phone": "2123875400"}, "former-company": {"former-conformed-name": "AMERICAN TELEPHONE & TELEGRAPH CO", "date-changed": "19920703"}}
SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                  _____________

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933
                                 ______________

                                   AT&T Corp.

                  A New York                    I.R.S. Employer
                  Corporation                   No. 13-4924710

            32 Avenue of the Americas, New York, New York 10013-2412
                                  _____________

                    AT&T Long Term Savings and Security Plan
                                  _____________

                                Agent for Service
                  Edward M. Dwyer, Vice President and Treasurer
            32 Avenue of the Americas, New York, New York 10013-2412
                                 (212) 387-5400
                                  _____________

                  Please send copies of all communications to:
              Marilyn J. Wasser, Vice President - Law and Secretary
            32 Avenue of the Americas, New York, New York 10013-2412
                                  ____________

                         CALCULATION OF REGISTRATION FEE
================================================================================
                  +              + Proposed    + Proposed    +
                  +              + maximum     + maximum     +
Title of          + Amount       + offering    + aggregate   + Amount of
securities to     + to be        + price       + offering    + registration
be registered     + registered(1)+ per share(2)+ price (2)   +    fee
================================================================================
                  +              +             +             +
AT&T Corp.        +   4,600,000  +   $ 62.19   +$286,062,500 + $ 84,388.44
Shares            +              +             +             +
(common--par      +              +             +             +
value $1 per      +              +             +             +
share)            +              +             +             +
================================================================================
(1)   Represents  the  estimated  number of  shares that may be acquired  by the
      Truste  under the  AT&T Long Term Savings and  Security Plan (the "Plan").
(2)   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  the   AT&T Corp.  on  the New  York  Stock  Exchange on
      February 25, 1998.

      In  addition, pursuant  to  Rule 416(c) under the  Securities Act of 1933,
this registration statement also covers an indeterminate amount of  interests to
be offered or sold pursuant to the employee benefit plan described herein.
CROSS REFERENCE SHEET

                                   AT&T Corp.

                    AT&T Long Term Savings and Security Plan
 

Item
 No.                             Item                          Page
----                             ----                          ----

 1.               Plan Information....................          *

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

 3.               Incorporation of Documents by
                  Reference ..........................          1

 4.               Description of Securities...........          1

 5.               Interests of Named Experts and
                  Counsel ............................          2

 6.               Indemnification of Directors and
                  Officers ...........................          2

 7.               Exemption from Registration Claimed.          3

 8.               Exhibits............................          3

 9.               Undertakings........................          3

* Omitted since answer is inapplicable.
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")  (File  No.  1-1105)  and  are
incorporated herein by reference:

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

         (2)  AT&T's  Quarterly  Reports on  Form 10-Q  for  the  periods  ended
              March 31, 1997, June 30, 1997 and September 30, 1997;

         (3)  AT&T's  Current  Reports  on  Form  8-K  dated  January  15, 1997,
              March 3, 1997,  June 19, 1997,   July 15, 1997,   August 12, 1997,
              October 20, 1997 (filed October 24, 1997), October 20, 1997 (filed
              November 4, 1997), December 18, 1997, January 8, 1998 and March 2,
              1998;

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

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

         Not Applicable.   1
Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

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

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

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

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

                                        2
Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

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

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

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

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

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

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;

                                        3
(iii) To include any material information with respect to the plan
                    of   distribution   not   previously   disclosed   in   this
                    registration   statement or  any  material  change  to  such
                    information in this registration statement;

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

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

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

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

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

                                        4
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 March 2, 1998.

                            AT&T CORP.

                            /s/  E. M. Dwyer
                            ------------------------------
                            By:  E. M. Dwyer
                                 Vice President and Treasurer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement or amendment  thereto has been signed below by the
following persons in the capacities and on the date indicated.

Principal Executive Officer:                  #
                                              #
         C. Michael Armstrong   Chairman      #
                              of the Board    #
                                              #
                                              #
Principal Financial Officer:                  #
                                              #
                          Senior Executive    #
         D. E. Somers    Vice President and   #
                           Chief Financial    #
                               Officer        #
                                              ###
                                              #
                                              #   By  Edward M. Dwyer
                                              #   (attorney-in-fact)*
Principal Accounting Officer:                 #
         M. B. Tart      Vice President       #
                         and Controller       #   March 2, 1998
                                              #
Directors:                                    #
         C. Michael Armstrong                 #
         Kenneth T. Derr                      #
         M. Kathryn Eickhoff                  #
         Walter Y. Elisha                     #
         George M. C. Fisher                  #
         Donald V. Fites                      #
         Ralph S. Larsen                      #
         Donald F. McHenry                    #
         Michael I. Sovern                    #
         Thomas H. Wyman                      #   *by power of attorney
         John D. Zeglis                       #
SIGNATURES

The Plan

         Pursuant to the  requirements  of the  Securities Act of 1933, the AT&T
Long Term Savings and Security Plan has duly caused this registration  statement
or amendment  thereto to be signed on its behalf by the  undersigned,  thereunto
duly authorized,  in the Town of Basking Ridge, State of New Jersey, on the 27th
day of February, 1998.

                            AT&T Long Term Savings and Security Plan

                            /s/  Udayan D. Vinod
                            ------------------------------
                            By:  Udayan D. Vinod
                                 Secretary -  AT&T Long Term Savings and
                                   Security Plan Committee
EXHIBIT INDEX

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

         Exhibit
         Number
         -------

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

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

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