As filed with the Securities and Exchange Commission on December 14, 2001
                           Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                AT&T CANADA INC.
             (Exact name of registrant as specified in its charter)
                 Canada                              43-1656187
     (State or other jurisdiction of      (I.R.S. Employer Identification No.)
     Incorporation or organization)

                           200 Wellington Street West
                                Toronto, Ontario
                                 Canada M5V 3G2
                                 (416) 345-2000

                   (Address, including zip code, and telephone
             number, including area code, of registrant's principal
                               executive offices)

               AT&T Canada Inc. Directors Share Compensation Plan
                              (Full Title of Plan)

                                Lewis Fickett III
                             Edwards & Angell, LLP
                         101 Federal Street, 23rd Floor
                          Boston, Massachusetts 02110
                                 (617) 439-4444
                            Telecopy: (617) 439-4170

                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
--------------------------- ---------------------- --------------------- ---------------------- ----------------------
<S>                             <C>                      <C>                    <C>                     <C>
   Title of Each Class          Amount to be         Proposed maximum      Proposed maximum           Amount of
   of Securities to be           Registered         offering price per    aggregate offering      registration fee
        Registered                                       unit (1)              price (1)

--------------------------- ---------------------- --------------------- ---------------------- ----------------------
Class B Deposit             15,000 Class B
Receipts/Class              Deposit
B Non-Voting Shares,        Receipts/Class B              $47.52               $712,800                $170.36
no par value per share (2)  Non-Voting
                            Shares (3)

--------------------------- ---------------------- --------------------- ---------------------- ----------------------
</TABLE>

(1) These figures are estimates made solely for the purpose of  calculating  the
registration  fee  pursuant  to Rule 457 under the  Securities  Act of 1933,  as
amended.  The  registration  fee has been  calculated  in  accordance  with Rule
457(h)(1) based upon the average of the bid and asked prices of the Registrant's
Class B Deposit Receipts on the Nasdaq National Market on December 13, 2001.

(2) The Class B Deposit Receipts  represent a beneficial  interest in the in the
Class B Non-Voting Shares. Class B Non-Voting Shares may also be issued.

(3) Consists of 15,000 Class B Non-Voting  Shares issuable under the AT&T Canada
Inc. Directors Share Compensation Plan.

This  Registration  Statement  shall  become  effective  upon  filing  with  the
Commission in accordance  with Section 8(a) of the Securities Act, and Rules 456
and 462 promulgated thereunder.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


         The documents  containing the  information  specified in Part I of this
Registration  Statement will be sent or given to employees,  directors or others
as specified in Rule 428(b)(1) of the  Securities Act of 1933, as amended,  (the
"Securities  Act").  In  accordance  with  the  rules  and  regulations  of  the
Securities and Exchange  Commission (the  "Commission")  and the instructions to
Form S-8, such documents are not being filed with the Commission  either as part
of this  Registration  Statement or as  prospectuses  or prospectus  supplements
pursuant to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The   following   documents,   which  AT&T  Canada  Inc.  (the
         "Registrant") has filed with the Commission  pursuant to the Securities
         Exchange Act of 1934 (the "Exchange  Act"),  are  incorporated  in this
         Registration Statement by reference:

          (a)  The  Registrant's  Annual Report on Form 40-F for the fiscal year
               ended December 31, 2000;

          (b)  1.  Report of Foreign  Private  Issuer on Form 6-K filed with the
               Commission on March 20, 2001;

               2.  Report of Foreign  Private  Issuer on Form 6-K filed with the
               Commission on March 27, 2001;

               3.  Report of Foreign  Private  Issuer on Form 6-K filed with the
               Commission on March 27, 2001;

               4.  Report of Foreign  Private  Issuer on Form 6-K filed with the
               Commission on May 2, 2001;

               5. Report of Foreign  Private Issuer on Form 6-K/A filed with the
               Commission on May 3, 2001;

               6. The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 2001;

               7.  Report of Foreign  Private  Issuer on Form 6-K filed with the
               Commission on May 16, 2001;

               8.  Report of Foreign  Private  Issuer on Form 6-K filed with the
               Commission on July 23, 2001;

               9.  Report of Foreign  Private  Issuer on Form 6-K filed with the
               Commission on July 31, 2001; and

               10.  The  Registrant's  Quarterly  Report  on Form  10-Q  for the
               quarter ended June 30, 2001.

               11. Report of Foreign  Private  Issuer on Form 6-K filed with the
               Commission on October 30, 2001.

               12.  The  Registrant's  Quarterly  Report  on Form  10-Q  for the
               quarter ended September 30, 2001.

          (c)  1. The description of the Class B Non-Voting  Shares contained in
               the  Registrant's  Registration  Statement on Form 20-F effective
               December 3, 1997, and  incorporating by reference the information
               contained in the Registrant's  Registration Statement on Form F-1
               (No. 333-7794), as amended; and

               2. The description of the Class B Deposit  Receipts  contained in
               the Registrant's  Management Information Circular dated April 26,
               1999,  filed with the  Commission  on Report of  Foreign  Private
               Issuer on Form 6-K on April 30, 1999.

                  All reports and other  documents  filed with the Commission by
         the Registrant  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the
         Exchange Act subsequent to the date of this Registration  Statement and
         prior  to  the  filing  of  a  post-effective  amendment  hereto  which
         indicates  that all  securities  offered hereby have been sold or which
         deregisters all securities then remaining unsold, shall be deemed to be
         incorporated  herein by reference  and made a part hereof from the date
         of  filing  of  such  documents.   Any  statement   contained  in  this
         Registration  Statement or in a document  incorporated  or deemed to be
         incorporated  by  reference  herein  shall be deemed to be  modified or
         superseded  for purposes of this  Registration  Statement to the extent
         that a statement  contained herein or in any other  subsequently  filed
         document  which also is or is deemed to be  incorporated  by  reference
         herein modifies or supersedes such statement. Any statement so modified
         or superseded shall not be deemed, except as so modified or superseded,
         to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  The  Registrant's  consolidated  balance sheets as at December
         31, 2000 and 1999,  and the  consolidated  statements of operations and
         deficit and cash flows for the years ended December 31, 2000,  1999 and
         1998 have been included herein in reliance upon the report of KPMG LLP,
         independent Chartered Accountants, appearing elsewhere herein, and upon
         the authority of said firm as experts in accounting and auditing.

Item 6.  Indemnification of Directors and Officers.

                Under the Canada Business  Corporations Act (the "Act"),  except
         in respect of an action by or on behalf of the  Registrant to procure a
         judgment  in its favor,  the  Registrant  may  indemnify  a director or
         officer or a former  director or officer of the  Registrant or a person
         who acts or acted at the Registrant's  request as a director or officer
         of another  corporation of which the Registrant is or was a shareholder
         or  creditor,  and his  heirs and legal  representatives,  against  all
         costs,  charges  and  expenses,  including  an amount paid to settle an
         action or satisfy a judgment,  reasonably incurred by him in respect of
         any civil,  criminal or administrative action or proceeding to which he
         is made a party by  reason  of his  position  with the  Registrant  and
         provided that the director or officer acted  honestly and in good faith
         with a view to the best interests of the Registrant and, in the case of
         a criminal or administrative action or proceeding that is enforced by a
         monetary penalty, had reasonable grounds for believing that his conduct
         was lawful. A director or officer is entitled to  indemnification  from
         the  Registrant  as a matter of right for his  defense  costs if he was
         substantially successful on the merits and fulfilled the conditions set
         forth  above.   Indemnification  may  be  made  in  connection  with  a
         derivative action only with court approval.

                The by-laws of the Registrant provide that the Registrant shall,
         to the maximum extent permitted under the Act,  indemnify a director or
         officer,  a former director or officer,  and a person who acts or acted
         at  the  Registrant's  request  as a  director  or  officer  of a  body
         corporate of which the Registrant is or was a shareholder, or creditor,
         and his heirs and legal representatives, against all costs, charges and
         expenses,  including  any amount  paid to settle an action or satisfy a
         judgment,  reasonably incurred by him in respect of any civil, criminal
         or  administrative  action or proceeding to which he is made a party by
         reason of being or having been a director or officer of the  Registrant
         or such body corporate.

                 The  Registrant  maintains  directors  and  officers  liability
         insurance for the benefit of its directors and certain of its officers.

                The Registration  Rights Agreements  executed in connection with
         the issuance of the  Registrant's  12% Senior  Notes due 2007,  10 3/4%
         Senior  Discount Notes due 2007,  9.95% Senior Discount Notes due 2008,
         10 5/8% Senior  Notes due 2008,  7.65% Senior Notes due 2006 and 7.625%
         Senior Notes due 2005 each provide that the initial  purchasers thereof
         and each holder thereof are obligated  under certain  circumstances  to
         indemnify  the  directors,  officers  and  controlling  persons  of the
         Registrant against certain liabilities, including liabilities under the
         Securities Act.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.       Exhibits and Financial Statement Schedules.

         Exhibit Number   Description of Document

            * 4           AT&T Canada Inc. Directors Share Compensation Plan

            * 23.1        Consent of KPMG LLP.

            * 24          Power  of  Attorney   (included  on  signature   pages
                          of  this   Registration  Statement).

            *Filed herewith.

Item 9.           Undertakings.

         (a)      The Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
                  being made, a  post-effective  amendment to this  Registration
                  Statement:

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

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

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

                         provided,  however,  that paragraphs (i) and (ii) shall
                         not apply if the information required to be included in
                         a  post-effective  amendment  by  those  paragraphs  is
                         contained in periodic  reports  filed with or furnished
                         to the Commission 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) For the purpose of  determining  any  liability  under the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  registration  statement  relating  to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                  (3) 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) To file a  post-effective  amendment  to the  Registration
                  Statement to include any financial statements required by Item
                  8.A.  of Form 20-F at the  start of any  delayed  offering  or
                  throughout a continuous offering.

       (b) The  Registrant  hereby  further  undertakes  that,  for  purposes of
       determining  any liability  under the Securities  Act, each filing of the
       Registrant's  Annual Report pursuant to Section 13(a) or Section 15(d) of
       the Exchange Act that is  incorporated  by reference in the  Registration
       Statement shall be deemed to be a new registration  statement relating to
       the securities  offered  therein,  and the offering of such securities at
       that time shall be deemed to be the initial bona fide offering thereof.

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


<PAGE>



                                   SIGNATURES

Pursuant to the  requirements  of the Securities  Act of 1933,  AT&T Canada Inc.
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 Toronto, Ontario, on this 14th day of December, 2001.

                                AT&T CANADA INC.


                                By:  /s/ David Lazzarato
                                    -----------------------------
                                    David Lazzarato
                                    Executive Vice President
                                    and Chief Financial Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints Scott Ewart and David Lazzarato,  and each of them, his
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and  resubstitution,  for him and in his  name,  place  and stead in any and all
capacities, to sign any or all amendments to this Registration Statement on Form
S-8  (including  post-effective  amendments),  and to file  the  same,  with all
exhibits  thereto,   and  other  documents  in  connection  therewith  with  the
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the  premises,  as fully and to all intents and purposes
as he might or could do in person,  hereby  ratifying and  confirming  that said
attorneys-in-fact  and agents, or their substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

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
dates indicated.

<TABLE>
<CAPTION>

                <S>                                     <C>                                     <C>
              Signature                                  Title                                   Date


         /s/John T. McLennan                 Chief Executive Officer and
        ----------------------            Vice-Chairman (Principal Executive              December 14, 2001
            John T. McLennan              -----------------------------------             -----------------
                                                        Officer)
                                                        --------

        /s/David Lazzarato                 Executive Vice President and Chief
        ----------------------          Financial Officer (Principal Financial            December 14, 2001
           David Lazzarato              ---------------------------------------           -----------------
                                                        Officer)
                                                        --------

        /s/Don Welham
        ----------------------           Vice President, Controller (Principal            December 14, 2001
           Don Welham                   --------------------------------------            -----------------
                                                  Accounting Officer)
                                                  -------------------

       /s/Andre Bureau
       ------------------------                         Director                          December 14, 2001
          Andre Bureau                                  --------                          -----------------

       /s/
       ------------------------                         Director
          Steven B. Chisholm                            --------                          -----------------

       /s/Purdy Crawford
       ------------------------                         Director                          December 14, 2001
          Purdy Crawford                                --------                          -----------------

       /s/Marc G. Fortier
       ------------------------                         Director                          December 14, 2001
          Marc G. Fortier                               --------                          -----------------

       /s/
       ------------------------                         Director
          John Haigh                                    --------                          -----------------

       /s/
       ------------------------                         Director
         Stephen H. Halperin                            --------                          -----------------

       /s/Alan D. Horn
       ------------------------                         Director                          December 14, 2001
          Alan D. Horn                                  --------                          -----------------

       /s/Philip R. Ladouceur
       ------------------------                         Director                          December 14, 2001
          Philip R. Ladouceur                           --------                          -----------------

       /s/James J. Meenan
       ------------------------                         Director                          December 14, 2001
          James J. Meenan                               --------                          -----------------

       /s/
       ------------------------                         Director
          Edward S. Rogers, Q.C.                        --------                          -----------------

       /s/D. Craig Young
       ------------------------                         Director                          December 14, 2001
          D. Craig Young                                --------                          -----------------

</TABLE>

<PAGE>


                            AUTHORIZED REPRESENTATIVE

Pursuant  to the  requirements  of  Section  6(a)  of the  Securities  Act,  the
Authorized  Representative  has duly caused this  Registration  Statement  to be
signed on its  behalf by the  undersigned,  solely in his  capacity  as the duly
authorized representative of AT&T Canada Inc., in the United States, in the city
of Boston, Massachusetts on December 14, 2001.


                                /s/ Lewis Fickett III
                                ----------------------------
                                Authorized Representative





                                  EXHIBIT INDEX

* 4        AT&T Canada Inc. Directors Share Compensation Plan
* 23.1     Consent  of KPMG LLP.
* 24       Power of Attorney  (included on signature pages of this Registration
           Statement).

*Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "attcanadas8.txt", "description": "S8 FOR ATT CANADA", "secsgml_size_bytes": 24273}]
{"company-data": {"conformed-name": "AT&T CANADA INC", "cik": "0001045359", "assigned-sic": "4813", "irs-number": "431656187", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75186", "film-number": "1814152"}, "business-address": {"street1": "SUITE 1600, 200WELLINGTON STREET WEST", "street2": "TORONTO ONTARIO CANADA", "city": "CALGARY ALBERTA", "state": "A0", "phone": "4032622255"}, "former-company": {"former-conformed-name": "METRONET COMMUNICATIONS CORP", "date-changed": "19970903"}}
As filed with the Securities and Exchange Commission on December 14, 2001
                           Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                AT&T CANADA INC.
             (Exact name of registrant as specified in its charter)
                 Canada                              43-1656187
     (State or other jurisdiction of      (I.R.S. Employer Identification No.)
     Incorporation or organization)

                           200 Wellington Street West
                                Toronto, Ontario
                                 Canada M5V 3G2
                                 (416) 345-2000

                   (Address, including zip code, and telephone
             number, including area code, of registrant's principal
                               executive offices)

               AT&T Canada Inc. Directors Share Compensation Plan
                              (Full Title of Plan)

                                Lewis Fickett III
                             Edwards & Angell, LLP
                         101 Federal Street, 23rd Floor
                          Boston, Massachusetts 02110
                                 (617) 439-4444
                            Telecopy: (617) 439-4170

                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
--------------------------- ---------------------- --------------------- ---------------------- ----------------------
Title of Each Class          Amount to be         Proposed maximum      Proposed maximum           Amount of
   of Securities to be           Registered         offering price per    aggregate offering      registration fee
        Registered                                       unit (1)              price (1)

--------------------------- ---------------------- --------------------- ---------------------- ----------------------
Class B Deposit             15,000 Class B
Receipts/Class              Deposit
B Non-Voting Shares,        Receipts/Class B              $47.52               $712,800                $170.36
no par value per share (2)  Non-Voting
                            Shares (3)

--------------------------- ---------------------- --------------------- ---------------------- ----------------------
(1) These figures are estimates made solely for the purpose of  calculating  the
registration  fee  pursuant  to Rule 457 under the  Securities  Act of 1933,  as
amended.  The  registration  fee has been  calculated  in  accordance  with Rule
457(h)(1) based upon the average of the bid and asked prices of the Registrant's
Class B Deposit Receipts on the Nasdaq National Market on December 13, 2001.

(2) The Class B Deposit Receipts  represent a beneficial  interest in the in the
Class B Non-Voting Shares. Class B Non-Voting Shares may also be issued.

(3) Consists of 15,000 Class B Non-Voting  Shares issuable under the AT&T Canada
Inc. Directors Share Compensation Plan.

This  Registration  Statement  shall  become  effective  upon  filing  with  the
Commission in accordance  with Section 8(a) of the Securities Act, and Rules 456
and 462 promulgated thereunder.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents  containing the  information  specified in Part I of this
Registration  Statement will be sent or given to employees,  directors or others
as specified in Rule 428(b)(1) of the  Securities Act of 1933, as amended,  (the
"Securities  Act").  In  accordance  with  the  rules  and  regulations  of  the
Securities and Exchange  Commission (the  "Commission")  and the instructions to
Form S-8, such documents are not being filed with the Commission  either as part
of this  Registration  Statement or as  prospectuses  or prospectus  supplements
pursuant to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The   following   documents,   which  AT&T  Canada  Inc.  (the
         "Registrant") has filed with the Commission  pursuant to the Securities
         Exchange Act of 1934 (the "Exchange  Act"),  are  incorporated  in this
         Registration Statement by reference:

          (a)  The  Registrant's  Annual Report on Form 40-F for the fiscal year
               ended December 31, 2000;

          (b)  1.  Report of Foreign  Private  Issuer on Form 6-K filed with the
               Commission on March 20, 2001;

               2.  Report of Foreign  Private  Issuer on Form 6-K filed with the
               Commission on March 27, 2001;

               3.  Report of Foreign  Private  Issuer on Form 6-K filed with the
               Commission on March 27, 2001;

               4.  Report of Foreign  Private  Issuer on Form 6-K filed with the
               Commission on May 2, 2001;

               5. Report of Foreign  Private Issuer on Form 6-K/A filed with the
               Commission on May 3, 2001;

               6. The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 2001;

               7.  Report of Foreign  Private  Issuer on Form 6-K filed with the
               Commission on May 16, 2001;

               8.  Report of Foreign  Private  Issuer on Form 6-K filed with the
               Commission on July 23, 2001;

               9.  Report of Foreign  Private  Issuer on Form 6-K filed with the
               Commission on July 31, 2001; and

               10.  The  Registrant's  Quarterly  Report  on Form  10-Q  for the
               quarter ended June 30, 2001.

               11. Report of Foreign  Private  Issuer on Form 6-K filed with the
               Commission on October 30, 2001.

               12.  The  Registrant's  Quarterly  Report  on Form  10-Q  for the
               quarter ended September 30, 2001.

          (c)  1. The description of the Class B Non-Voting  Shares contained in
               the  Registrant's  Registration  Statement on Form 20-F effective
               December 3, 1997, and  incorporating by reference the information
               contained in the Registrant's  Registration Statement on Form F-1
               (No. 333-7794), as amended; and

               2. The description of the Class B Deposit  Receipts  contained in
               the Registrant's  Management Information Circular dated April 26,
               1999,  filed with the  Commission  on Report of  Foreign  Private
               Issuer on Form 6-K on April 30, 1999.

                  All reports and other  documents  filed with the Commission by
         the Registrant  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the
         Exchange Act subsequent to the date of this Registration  Statement and
         prior  to  the  filing  of  a  post-effective  amendment  hereto  which
         indicates  that all  securities  offered hereby have been sold or which
         deregisters all securities then remaining unsold, shall be deemed to be
         incorporated  herein by reference  and made a part hereof from the date
         of  filing  of  such  documents.   Any  statement   contained  in  this
         Registration  Statement or in a document  incorporated  or deemed to be
         incorporated  by  reference  herein  shall be deemed to be  modified or
         superseded  for purposes of this  Registration  Statement to the extent
         that a statement  contained herein or in any other  subsequently  filed
         document  which also is or is deemed to be  incorporated  by  reference
         herein modifies or supersedes such statement. Any statement so modified
         or superseded shall not be deemed, except as so modified or superseded,
         to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  The  Registrant's  consolidated  balance sheets as at December
         31, 2000 and 1999,  and the  consolidated  statements of operations and
         deficit and cash flows for the years ended December 31, 2000,  1999 and
         1998 have been included herein in reliance upon the report of KPMG LLP,
         independent Chartered Accountants, appearing elsewhere herein, and upon
         the authority of said firm as experts in accounting and auditing.

Item 6.  Indemnification of Directors and Officers.

                Under the Canada Business  Corporations Act (the "Act"),  except
         in respect of an action by or on behalf of the  Registrant to procure a
         judgment  in its favor,  the  Registrant  may  indemnify  a director or
         officer or a former  director or officer of the  Registrant or a person
         who acts or acted at the Registrant's  request as a director or officer
         of another  corporation of which the Registrant is or was a shareholder
         or  creditor,  and his  heirs and legal  representatives,  against  all
         costs,  charges  and  expenses,  including  an amount paid to settle an
         action or satisfy a judgment,  reasonably incurred by him in respect of
         any civil,  criminal or administrative action or proceeding to which he
         is made a party by  reason  of his  position  with the  Registrant  and
         provided that the director or officer acted  honestly and in good faith
         with a view to the best interests of the Registrant and, in the case of
         a criminal or administrative action or proceeding that is enforced by a
         monetary penalty, had reasonable grounds for believing that his conduct
         was lawful. A director or officer is entitled to  indemnification  from
         the  Registrant  as a matter of right for his  defense  costs if he was
         substantially successful on the merits and fulfilled the conditions set
         forth  above.   Indemnification  may  be  made  in  connection  with  a
         derivative action only with court approval.

                The by-laws of the Registrant provide that the Registrant shall,
         to the maximum extent permitted under the Act,  indemnify a director or
         officer,  a former director or officer,  and a person who acts or acted
         at  the  Registrant's  request  as a  director  or  officer  of a  body
         corporate of which the Registrant is or was a shareholder, or creditor,
         and his heirs and legal representatives, against all costs, charges and
         expenses,  including  any amount  paid to settle an action or satisfy a
         judgment,  reasonably incurred by him in respect of any civil, criminal
         or  administrative  action or proceeding to which he is made a party by
         reason of being or having been a director or officer of the  Registrant
         or such body corporate.

                 The  Registrant  maintains  directors  and  officers  liability
         insurance for the benefit of its directors and certain of its officers.

                The Registration  Rights Agreements  executed in connection with
         the issuance of the  Registrant's  12% Senior  Notes due 2007,  10 3/4%
         Senior  Discount Notes due 2007,  9.95% Senior Discount Notes due 2008,
         10 5/8% Senior  Notes due 2008,  7.65% Senior Notes due 2006 and 7.625%
         Senior Notes due 2005 each provide that the initial  purchasers thereof
         and each holder thereof are obligated  under certain  circumstances  to
         indemnify  the  directors,  officers  and  controlling  persons  of the
         Registrant against certain liabilities, including liabilities under the
         Securities Act.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.       Exhibits and Financial Statement Schedules.

         Exhibit Number   Description of Document

            * 4           AT&T Canada Inc. Directors Share Compensation Plan

            * 23.1        Consent of KPMG LLP.

            * 24          Power  of  Attorney   (included  on  signature   pages
                          of  this   Registration  Statement).

            *Filed herewith.

Item 9.           Undertakings.

         (a)      The Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
                  being made, a  post-effective  amendment to this  Registration
                  Statement:

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

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

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

                         provided,  however,  that paragraphs (i) and (ii) shall
                         not apply if the information required to be included in
                         a  post-effective  amendment  by  those  paragraphs  is
                         contained in periodic  reports  filed with or furnished
                         to the Commission 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) For the purpose of  determining  any  liability  under the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  registration  statement  relating  to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                  (3) 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) To file a  post-effective  amendment  to the  Registration
                  Statement to include any financial statements required by Item
                  8.A.  of Form 20-F at the  start of any  delayed  offering  or
                  throughout a continuous offering.

       (b) The  Registrant  hereby  further  undertakes  that,  for  purposes of
       determining  any liability  under the Securities  Act, each filing of the
       Registrant's  Annual Report pursuant to Section 13(a) or Section 15(d) of
       the Exchange Act that is  incorporated  by reference in the  Registration
       Statement shall be deemed to be a new registration  statement relating to
       the securities  offered  therein,  and the offering of such securities at
       that time shall be deemed to be the initial bona fide offering thereof.

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

Pursuant to the  requirements  of the Securities  Act of 1933,  AT&T Canada Inc.
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 Toronto, Ontario, on this 14th day of December, 2001.

                                AT&T CANADA INC.

                                By:  /s/ David Lazzarato
                                    -----------------------------
                                    David Lazzarato
                                    Executive Vice President
                                    and Chief Financial Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints Scott Ewart and David Lazzarato,  and each of them, his
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and  resubstitution,  for him and in his  name,  place  and stead in any and all
capacities, to sign any or all amendments to this Registration Statement on Form
S-8  (including  post-effective  amendments),  and to file  the  same,  with all
exhibits  thereto,   and  other  documents  in  connection  therewith  with  the
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the  premises,  as fully and to all intents and purposes
as he might or could do in person,  hereby  ratifying and  confirming  that said
attorneys-in-fact  and agents, or their substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

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
dates indicated.
Signature                                  Title                                   Date

         /s/John T. McLennan                 Chief Executive Officer and
        ----------------------            Vice-Chairman (Principal Executive              December 14, 2001
            John T. McLennan              -----------------------------------             -----------------
                                                        Officer)
                                                        --------

        /s/David Lazzarato                 Executive Vice President and Chief
        ----------------------          Financial Officer (Principal Financial            December 14, 2001
           David Lazzarato              ---------------------------------------           -----------------
                                                        Officer)
                                                        --------

        /s/Don Welham
        ----------------------           Vice President, Controller (Principal            December 14, 2001
           Don Welham                   --------------------------------------            -----------------
                                                  Accounting Officer)
                                                  -------------------

       /s/Andre Bureau
       ------------------------                         Director                          December 14, 2001
          Andre Bureau                                  --------                          -----------------

       /s/
       ------------------------                         Director
          Steven B. Chisholm                            --------                          -----------------

       /s/Purdy Crawford
       ------------------------                         Director                          December 14, 2001
          Purdy Crawford                                --------                          -----------------

       /s/Marc G. Fortier
       ------------------------                         Director                          December 14, 2001
          Marc G. Fortier                               --------                          -----------------

       /s/
       ------------------------                         Director
          John Haigh                                    --------                          -----------------

       /s/
       ------------------------                         Director
         Stephen H. Halperin                            --------                          -----------------

       /s/Alan D. Horn
       ------------------------                         Director                          December 14, 2001
          Alan D. Horn                                  --------                          -----------------

       /s/Philip R. Ladouceur
       ------------------------                         Director                          December 14, 2001
          Philip R. Ladouceur                           --------                          -----------------

       /s/James J. Meenan
       ------------------------                         Director                          December 14, 2001
          James J. Meenan                               --------                          -----------------

       /s/
       ------------------------                         Director
          Edward S. Rogers, Q.C.                        --------                          -----------------

       /s/D. Craig Young
       ------------------------                         Director                          December 14, 2001
          D. Craig Young                                --------                          -----------------
AUTHORIZED REPRESENTATIVE

Pursuant  to the  requirements  of  Section  6(a)  of the  Securities  Act,  the
Authorized  Representative  has duly caused this  Registration  Statement  to be
signed on its  behalf by the  undersigned,  solely in his  capacity  as the duly
authorized representative of AT&T Canada Inc., in the United States, in the city
of Boston, Massachusetts on December 14, 2001.

                                /s/ Lewis Fickett III
                                ----------------------------
                                Authorized Representative

                                  EXHIBIT INDEX

* 4        AT&T Canada Inc. Directors Share Compensation Plan
* 23.1     Consent  of KPMG LLP.
* 24       Power of Attorney  (included on signature pages of this Registration
           Statement).

*Filed herewith.