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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
AT&T Capital Corporation
_________________________
(Name of Issuer)
Common Shares, $.01 par value
_____________________________
(Title of Class of Securities)
00206J100
_____________
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [X]. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting
beneficial ownership of five percent or less of such class.)
(See
Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of
the Securities Exchange Act of 1934 ("Act") or otherwise subject
to
the liabilities of that section of the Act, but shall be subject
to
all other provisions of the Act (however, see the Notes).
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CUSIP No. 00206J100
(1) NAMES OF REPORTING PERSONS/S.S. OR I.R.S.
IDENTIFICATION
NOS. OF ABOVE PERSONS:
AMERICAN TELEPHONE AND TELEGRAPH COMPANY
IRS #13-4924710
2) CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
(b)
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION:
STATE OF NEW YORK
NUMBER OF (5) SOLE VOTING POWER: 40,250,000
SHARES BENE-
FICIALLY (6) SHARED VOTING POWER: NONE
OWNED BY
EACH REPORT- (7) SOLE DISPOSITIVE POWER: 40,250,000
ING PERSON
WITH (8) SHARED DISPOSITIVE POWER: NONE
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 40,250,000
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 85.9%
12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO
Item 1(a). Name of Issuer: AT&T Capital Corporation, a
Delaware Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
44 Whippany Road, Morristown, N.J. 07962-1983
Item 2(a). Name of Person Filing: American Telephone and
Telegraph Company
Item 2(b). Address of Principal Business Office or, if
None, Residence: 32 Avenue of the Americas, New
York, New York 10013-2412
Item 2(c). Citizenship: State of New York
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Item 2(d). Title of Class of Securities: Common Shares,
$.01 par value
Item 2(e). CUSIP Number: 00206J100
Item 3. Not Applicable to reporting person.
Item 4. Ownership
(a) Amount beneficially owned: 40,250,000
(b) Percent of class: 85.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 40,250,000
(ii) Shared power to vote or direct vote: None
(iii)Sole power to dispose or to direct the disposition
of: 40,250,000
(iv) Shared power to dispose or to direct disposition
of: None
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable to reporting person
Item 6. Ownership of More than Five Percent on Behalf of
Another Person. Not applicable to reporting
person
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company:
Pursuant to Rule 13d-1(c) description of relevant
subsidiaries:
AT&T Capital Holdings, Inc., a direct wholly owned
subsidiary of the reporting person (6,037,500 or
12.9% of the common shares of this issuer), and
AT&T Credit Holdings, Inc., an indirect wholly
owned subsidiary of the reporting person
(34,212,500 or 73% of the common shares of the
issuer).
Item 8. Identification and Classification of Members of
the Group. Not applicable to reporting person.
Item 9. Notice of Dissolution of Group. Not applicable to
reporting person.
Item 10. Certification. Not applicable to reporting
person.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
January 24, 1994
--------------------------
(Date)
S. L. Prendergast
--------------------------
(Signature)
Vice President and Treasurer
--------------------------
(Name and Title)
