AMERICAN TELEPHONE & TELEGRAPH CO
8-A12G, 1994-04-01
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>1


                    SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC  20549

                                            


                                 FORM 8-A
  
             FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                  PURSUANT TO SECTION 12(b) OR (g) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                                          


                 AMERICAN TELEPHONE AND TELEGRAPH COMPANY
          (Exact name of registrant as specified in its charter)

      NEW YORK                                               13-4924710
(State of incorporation                                   (I.R.S. Employer
   or organization)                                    Identification Number)

32 Avenue of the Americas
New York, New York                                           10013-2412
(address of principal executive offices)                     (Zip Code)


                  SECURITIES TO BE REGISTERED PURSUANT TO
                         SECTION 12(b) OF THE ACT:

- -----------------------------------------------------------------------------
      Title of each class                     Name of each exchange on which
      to be so registered                     each class is to be registered
- -----------------------------------------------------------------------------

$400,000,000  6.75% Notes due 2004            New York Stock Exchange
- -----------------------------------------------------------------------------


                  SECURITIES TO BE REGISTERED PURSUANT TO
                         SECTION 12(g) OF THE ACT

                                   None.


















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Item 1.  Description of Registrant's Securities to be Registered.  

  For a description of the $400,000,000  6.75% Notes due 2004 (the "Notes")
reference is hereby made to "Description of the Notes" contained in the
Prospectus Supplement dated March 23, 1994 ("Prospectus Supplement").  Such
Prospectus Supplement and the Prospectus dated June 23, 1993 of American
Telephone and Telegraph Company ("AT&T") were filed on March 25, 1994 with the
Securities and Exchange Commission ("Commission") pursuant to Commission Rule
424(b).  The Prospectus Supplement and Prospectus have been made part of
AT&T's Registration Statements on Form S-3 filed with the Commission on
December 12, 1991 and May 11, 1993 (Registration Statement Nos. 33-44438 and
33-49589) under the Securities Act of 1933, as amended, and declared effective
by the Commission on December 16, 1991 and June 23, 1993.  Such description of
such Notes is incorporated herein by reference.  

Item 2.  Exhibits.

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

  Exhibits
  --------

    4.A       Form of Permanent Global Registered Fixed Rate Security.  

    4.B       Indenture dated as of September 7, 1990, between the Company
              and The Bank of New York, Trustee, substantially in the form
              executed (incorporated herein by reference to Exhibit 4A to
              Form SE, dated September 10, 1990, File No. 1-1105).  First
              Supplemental Indenture, dated as of October 30, 1992 between
              the Company and the Trustee (Exhibit 4.AA to Form 8-K dated
              December 1, 1992).  






























<PAGE>3


                                 SIGNATURE


  Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.  


                           AMERICAN TELEPHONE AND TELEGRAPH COMPANY



                           By:  S. L. Prendergast
                                Vice President and Treasurer


April 1, 1994












































<PAGE>4


                               EXHIBIT INDEX


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

  Exhibits
  --------

    4.A     Form of Permanent Global Registered Fixed Rate Security.  

    4.B     Indenture dated as of September 7, 1990, between the Company
            and The Bank of New York, Trustee, substantially in the form
            executed (incorporated herein by reference to Exhibit 4A to
            Form SE, dated September 10, 1990, File No. 1-1105).  First
            Supplemental Indenture, dated as of October 30, 1992 between
            the Company and the Trustee (Exhibit 4.AA to Form 8-K dated
            December 1, 1992).  





<PAGE>1                                                         Exhibit 4.A

                                (SPECIMEN)

         [Form of Permanent Global Registered Fixed Rate Security]

     THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HERINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE THEREOF.  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") TO A NOMINEE
OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITORY.  UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC TO AMERICAN TELEPHONE AND TELEGRAPH COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

                 AMERICAN TELEPHONE AND TELEGRAPH COMPANY

                     $            6.75% Notes due 2004


REGISTERED                                               CUSIP NO.         
No._______



          American Telephone and Telegraph Company, a New York corporation
(herein referred to as the "Company"), for value received, hereby promises to
pay to CEDE & CO. or registered assigns the principal sum of                   
                on April 1, 2004, and to pay interest semiannually on April 1
and October 1, commencing October 1, 1994, on said principal sum at the rate
per annum specified in the title of these Notes, from April 4, 1994 until the
principal thereof is paid or made available for payment.

          Reference is hereby made to the further provisions of this global
security (the "Global Security") set forth on the reverse hereof, which
further provisions shall for all purposes have the same effect as if set forth
in this place.





<PAGE>2

          This Global Security shall not be valid or become obligatory for
any purpose until the certificate of authentication hereon shall have been
executed by the Trustee under the Indenture referred to herein.

          IN WITNESS WHEREOF, American Telephone and Telegraph Company has
caused this Global Security to be duly executed under its corporate seal.

Dated:    April 4, 1994

TRUSTEE'S CERTIFICATE                            AMERICAN TELEPHONE AND
  OF AUTHENTICATION                                TELEGRAPH COMPANY



                                                           SPECIMEN
This is one of the                               By:                          
Securities described in                                       Vice President
the within-mentioned                                            and Treasurer
Indenture.


THE BANK OF NEW YORK,                            ATTEST:
          As Trustee


          SPECIMEN                                         SPECIMEN 
By:______________________                        _____________________________
    Authorized Signatory                                Assistant Secretary



















                                     2




<PAGE>3
                             REVERSE OF NOTES


          Payment of the principal of, and interest on, this Global Security
will be made in immediately available funds at the office or agency of the
Trustee maintained for that purpose in the Borough of Manhattan, The City of
New York, State of New York, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for payment of public
and private debts; provided, however, that at the option of the Company
payment of interest on any Notes issued in definitive form other than interest
due at the Maturity Date shown above may be made by check mailed to the
address of the person entitled thereto as such address shall appear in the
Note register.  Interest will be paid to persons in whose names the Notes are
registered at the close of business on the March 15 or September 15, as the
case may be, prior to any interest payment date.  Except as otherwise set
forth in the Indenture, Notes in definitve form will not be issued.

          These Notes are one of a duly authorized issue of securities of
the Company, issued and to be issued under and pursuant to an indenture dated
as of September 7, 1990 as amended by the First Supplemental Indenture dated
as of October 30, 1992 (herein referred to as the "Indenture"), duly executed
and delivered by the Company to The Bank of New York, as trustee (herein
referred to as the "Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for description of the rights,
limitations of







                                     3

<PAGE>4
rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the Holder (the words "Holders" or "Holder" meaning the registered
holders or registered holder) of these Notes.

          In case an Event of Default with respect to the Notes, as defined
in the Indenture, shall have occurred and be continuing, the principal hereof
may be declared, and upon such declaration shall become due and payable in the
manner, with the effect and subject to the conditions provided in the
Indenture.

          The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Notes to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the
outstanding Notes.  The Indenture also contains provisions permitting the
Holders of not less than a majority in principal amount of the outstanding
Notes, on behalf of the Holders of all Notes, to waive compliance by the
Company with certain provisions of the Indenture.  The Indenture also provides
that the Holders of not less than a majority in principal amount of the
outstanding Notes may waive certain past defaults and their consequences on
behalf of the Holders of all Notes.  Any such consent or waiver by the Holder
of any Note shall be conclusive and binding upon such Holder and upon all
future Holders of such Note and of any Note issued upon registration of
transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon such Note.




                                     4

<PAGE>5
          The Indenture contains provisions setting forth certain conditions
to the institution of proceedings by Holders of Notes with respect to the
Indenture or for any remedy under the Indenture.

          No reference herein to the Indenture and no provision of this
Global Security or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal of, and
interest on, these Notes at the place, at the respective times, at the rate
and in the coin or currency herein prescribed.

          The Notes are issuable as registered Notes without coupons in
denominations of U.S. $1,000 or any amount in excess thereof which is a
multiple of U.S. $1,000 at the office or agency of the Trustee referred to
above and in the manner and subject to the limitations provided in the
Indenture.  Notes may be exchanged without service charge for like aggregate
principal amount of Notes.

          The Notes may not be redeemed by the Company prior to maturity.










                                     5


<PAGE>6
          Upon due presentment for registration of transfer of this Note at
the above-mentioned office or agency of the Trustee, a new Global Security or
Notes of authorized denominations, for a like aggregate principal amount will
be issued to the transferee as provided in the Indenture.  No service charge
shall be made for any such transfer, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto.

          The Company, the Trustee, and any agent of the Company or the
Trustee may deem and treat the Holder hereof as the absolute owner hereof
(whether or not this Global Security shall be overdue and notwithstanding any
notation of ownership or other writing hereon) for the purpose of receiving
payment of or on account of the principal hereof and subject to the provisions
above, of premium or interest thereon, and for all other purposes and neither
the Company nor the Trustee nor any such agent shall be affected by any notice
to the contrary.

          No recourse shall be had for the payment of the principal of, or
the interest on, this Global Security or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director as such, past, present or future, of the Company or of any
successor corporation, either directly or through the Company or of any
successor corporation whether by virtue of any constitution, statute or rule
of law or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.



                                     6

<PAGE>7
          This Global Security shall be deemed to be a contract made under
the laws of the State of New York and for all purposes shall be governed by
and construed in accordance with the laws of said State.

          All terms used in this Global Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
























                                     7

<PAGE>8
                               ABBREVIATIONS

          The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

          TEN COM - as tenants in common

          TEN ENT - as tenants by the entireties

          JT TEN  - as joint tenants with right of survivorship and not as
                    tenants in common

          UNIF GIFT MIN ACT - . . . . . Custodian . . . . .
                            -----------------------------
                               (Cust)               (Minor)
          
          Under Uniform Gifts to Minor Act. . . . . . . . .
                                        -----------------
                                                (State)

          Additional abbreviations may also be used though not in the above
list.

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

[PLEASE INSERT SOCIAL SECURITY OR 
 OTHER IDENTIFYING NUMBER OF ASSIGNEE]

                                                            

                                                            

[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF 
 ASSIGNEE]

                                                            

                                                            

the within Notes and all rights thereunder, hereby irrevocably constituting
and appointing such person attorney to transfer such Note on the books of the
Company, with full power of substitution in the premises.

Dated:                            











                                     8


<PAGE>9

NOTICE:   The signature to this assignment must correspond with the name as
          written upon the face of the within Notes in every particular
          without alteration or enlargement or any change whatsoever.


















































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