<PAGE> 1 Filed Pursuant to Rule 424 (b) (3)
Registration No. 33-49589
Pricing Supplement No. 2 Dated: May 26, 1994
(To Prospectus dated June 23, 1993 and Prospectus Supplement
dated October 8, 1993)
AT&T Corp.
Medium-Term Notes, Series A
Due More than Nine Months From Date of Issue
Fixed Rate Note
Principal Amount: $50,000,000
Agent: Salomon Brothers Inc acting as
Principal
Original Issue Date: June 2, 1994
Maturity Date: June 2, 1999
Issue Price: The agent has purchased the notes as
principal at 100% of the principal
amount for resale to investors at
varying prices determined by the
agent.
Denominations: $5,000 and integral multiples of
$5,000.
Specified Currency: U.S. Dollars
Note Form: Book-Entry
Interest Rate: From June 2, 1994 through June 1,
1995 6.40%,
From June 2, 1995 through June 1,
1996 6.70%,
From June 2, 1996 through June 1,
1997 7.20%,
From June 2, 1997 through June 1,
1998 8.45%,
From June 2, 1998 through June 1,
1999 9.95%.
Interest Payment Dates: Semi-Annually, on each June 2 and
December 2, commencing on December
2, 1994. If the Interest Payment
Date is not a New York Banking Day,
interest will be paid on the next
New York Banking Day.
Accrual of Interest: Interest accrues up to, but not
including, the next relevant
Interest Payment Date from, and
including, the next preceding
Interest Payment Date to which
interest has been paid (or from and
including the Original Issue Date if
no interest has been paid on the
Notes) unless the Notes (or any
portion thereof) have been called
for redemption as provided for
below.
Calculation Dates: N/A
<PAGE> 2
Calculation Agent: N/A
Redemption:
The Notes may be redeemed in whole or in part prior to maturity at the
option
of the Company.
Optional Redemption Dates: On each Interest Payment Date,
commencing on June 2, 1995.
Optional Redemption Price: 100% of principal amount.
Annual Redemption Price Reduction: N/A
Repayment:
The Notes cannot be repaid prior to maturity at the option of the
holder.
Renewal:
The Notes cannot be renewed by the holder.
Extension:
The Notes cannot be extended prior to maturity.
Dual Currency Notes:
The Company can not make payments in an optional currency.
Original Issue Discount
The Notes are not Discount Notes or Original Issue Discount Notes.
Plan of Distribution
See Issue Price above.
Taxation
The following discussion of the United States federal income tax
consequences of the ownership of the Notes supplements, and to the extent
inconsistent with replaces, the discussion under the caption "Taxation" in
the
Prospectus Supplement dated October 8, 1993. Terms not defined herein have
the same meanings as in the Prospectus Supplement.
This discussion is based on regulations concerning the treatment
of debt
instruments issued with original issue discount (the "OID Regulations") and
related provisions of the Code. The OID Regulations are effective for
Notes
issued on or after April 4, 1994.
The Notes provide for interest payable semiannually at a fixed
rate that
increases annually and they are callable at the option of the Company on
any
interest payment date, commencing on June 2, 1995, at 100% of their
principal
amount plus accrued and unpaid interest. Under the OID Regulations, as
under
the Proposed OID Regulations, the issuer of a debt instrument who has a
call
option will be presumed to exercise that call option if the yield of the
debt
instrument, assuming the call option is exercised, is lower than it would
be
if the call option were not exercised. If the call option is presumed to
be
exercised but the debt instrument in fact remains outstanding after the
call
date, the OID Regulations treat the debt instrument as if it had in fact
been
called and a new debt instrument were issued on such date for an amount
equal
to its adjusted issue price on that date. This redemption and reissuance
are
solely for purposes of the OID Regulations. Because the interest rate on
the
Notes increases each year, and because the Company has the right to call
the
Notes at 100% of their principal amount plus accrued and unpaid interest on
each interest payment date, commencing on June 2, 1995, the Company intends
to
take the position that the call options exercisable on each interest
payment
date on which the interest rate on the Notes is increased will be presumed
to
be exercised and a new instrument issued on each such call date. If the
Company does not exercise a call option which is presumed to be exercised,
the
Notes will be treated as redeemed and reissued at 100% of their principal
amount. As a result, the Notes will not bear original issue discount.
While the OID Regulations have amended many provisions of the
Proposed
OID Regulations, such amendments are not relevant to the Notes.
