<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: July 3, 1995
AT&T CORP.
A New York Commission File I.R.S. Employer
Corporation No. 1-1105 No. 13-4924710
32 Avenue of the Americas, New York, New York 10013-2412
Telephone Number (212) 387-5400
<PAGE>
<PAGE> 2
Form 8-K AT&T Corp.
July 3, 1995
Item 5. Other Events.
Filed herewith, as Exhibit 5, is the opinion of Ephraim M.
Brecher, Vice President - Taxes and Tax Counsel of AT&T Corp.
("AT&T"), as to certain United States Federal income tax
consequences to holders of certain Notes of AT&T registered with
the Securities and Exchange Commission ("SEC") under Registration
Statement No. 33-59495, effective June 5, 1995, which
Registration Statement pertains to Notes and Warrants to purchase
Notes for an aggregate offering price of up to $3,000,000,000.
The affected Notes are those to be designated as Medium Term
Notes, Series B.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 5 Opinion of Ephraim M. Brecher, Vice
President - Taxes and Tax Counsel of
AT&T, as to certain United States
Federal income tax consequences to
holders of certain Notes of AT&T
registered with the SEC under
Registration Statement No. 33-59495.
Exhibit 23 Consent of Ephraim M. Brecher, Vice
President - Taxes and Tax Counsel of
AT&T is contained in opinion of counsel
filed as Exhibit 5.
<PAGE>
<PAGE> 3
Form 8-K AT&T Corp.
July 3, 1995
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
AT&T CORP.
By: S. L. Prendergast
Vice President and Treasurer
July 5, 1995
<PAGE>
<PAGE> 4
EXHIBIT INDEX
Exhibit
Number
- - -------
5 Opinion of Ephraim M. Brecher, Vice President - Taxes
and Tax Counsel of AT&T, as to certain United States
Federal income tax consequences to holders of certain
Notes of AT&T registered with the SEC under
Registration Statement No. 33-59495.
23 Consent of Ephraim M. Becher, Vice President - Taxes
and Tax Counsel of AT&T is contained in opinion of
counsel filed as Exhibit 5.
<PAGE> 1
Exhibit 5
(AT&T LOGO)
Ephraim M. Brecher
Vice President - Taxes and Tax Counsel
July 3, 1995
AT&T Corp.
32 Avenue of the Americas
New York, New York 10013-2412
Re: AT&T CORP. MEDIUM TERM NOTES, SERIES B (THE "NOTES")
Gentlemen:
I have acted as tax counsel for AT&T Corp. (the "Company")
in connection with the proposed issuance of the Notes. You have
requested my opinion regarding the accuracy of the disclosure of
the United States federal income tax considerations pertaining to
the Notes as set forth in the Prospectus Supplement dated July 5,
1995 relating to the Notes (the "Prospectus Supplement"), which
supplements the Prospectus dated June 5, 1995 relating to the
issuance of notes and warrants to purchase notes of the Company
(the "Prospectus"). Both the Prospectus Supplement and the
Prospectus relate to the Company's Registration Statement No.
33-59495 on Form S-3 under the Securities Act of 1933, which
became effective June 5, 1995 (the "Registration Statement").
My opinion is based upon:
(i) the Internal Revenue Code of 1986, as amended, Treasury
Regulations issued thereunder, Revenue Rulings and other
announcements issued by the Internal Revenue Service, and
judicial decisions in effect as of the date hereof (such statute,
regulations, rulings, announcements, and decisions collectively
referred to herein as the "Code and Regulations issued
thereunder"), all of which are subject to change with prospective
or retroactive effect, which change could adversely affect or
render inapplicable my opinion; and
(ii) my assumption that the terms of the Notes are as
described in the Prospectus and the Prospectus Supplement.
<PAGE> 2
I have not myself checked or verified the accuracy or
completeness of the information contained in the Prospectus or
the Prospectus Supplement other than the statements set forth
under the heading "Taxation" in the Prospectus Supplement.
Based upon the foregoing, I am of the opinion that the
statements in the Prospectus Supplement under the heading
"Taxation" are accurate summaries of the Code and Regulations
issued thereunder.
I consent to the filing of this opinion as an exhibit to the
Company's Form 8-K, which will be filed with the Securities and
Exchange Commission and which is incorporated in the Registration
Statement.
Very truly yours,
Ephraim M. Brecher
Vice President - Taxes
and Tax Counsel
