AT&T CORP, S-3/A, 1995-01-25

AT&T CORP
S-3/A, 1995-01-25
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

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As filed with the Securities and Exchange Commission on January 25, 1995
Registration No 33-56783

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AT&T CORP.
A New York I.R.S. Employer
Corporation No. 13-4924710

32 Avenue of the Americas,
New York, New York 10013-2412
(212-387-5400)
Agent for Service
S.L. Prendergast
Vice President and Treasurer
Please send copies of all communications to:

Charles S. Whitman III
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017

Albert F. Lilley
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. (check box)

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividends or
interest reimbursement plans, please check the following box. (check box)

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE (1) FEE

<S> <C> <C> <C> <C>
Common Shares, par value $1.00 35,859,199
per share shares $47.75 $1,712,276,752.25 $590,444.40 (2)
5,378,880
shares $48.31 $ 259,853,692.80 $ 89,604.72 (3)
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933.
(2) Paid at time of original filing.
(3) Paid at time of filing Amendment No. 1.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

<PAGE>
EXPLANATORY NOTE

This Registration Statement contains two separate prospectuses. The first
prospectus relates to a public offering of AT&T Corp. common shares in the
United States (the "U.S. Offering"). The second prospectus relates to a
concurrent offering of common shares outside the United States (the
"International Offering"). The prospectuses for the U.S. Offering and the
International Offering will be identical with the exceptions of the front and
back cover pages and the section entitled "Underwriting" for the International
Offering. Such alternate pages appear in this Registration Statement
immediately following the complete prospectus for the U.S. Offering.

<PAGE>
PROSPECTUS

SUBJECT TO COMPLETION, DATED JANUARY 25, 1995
35,859,199 SHARES
[LOGO]
AT&T CORP.
COMMON SHARES
(PAR VALUE $1.00 PER SHARE)

All of the 35,859,199 common shares (the "Common Shares") of AT&T Corp. being
offered hereby are being sold by the Selling Shareholder and are outstanding
common shares of the Company. Of the 35,859,199 Common Shares offered,
28,859,199 Common Shares are being offered hereby in the United States, and
7,000,000 Common Shares are being offered in a concurrent international
offering outside the United States. The Company will not receive any of the
proceeds from the sale of such Common Shares. See "Selling Shareholder".

The Common Shares are listed on the New York, Boston, Chicago, Pacific and
Philadelphia Stock Exchanges. On January 24, 1995, the reported last sale
price of the Company's common shares on the New York Stock Exchange was
$48-5/8 per share. See "Price Range of Common Shares and Dividends".

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PRICE $A SHARE

Proceeds to
Initial Public Underwriting Selling
Offering Price Discount (1) Shareholder (2)
<S> <C> <C> <C>
Per Share .......... $ $ $
Total (3) .......... $ $ $
</TABLE>

(1) The Company and the Selling Shareholder have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933.
(2) Before deducting expenses, estimated to be $990,000, of which $840,000
will be payable by the Company and $150,000 will be payable by the Selling
Shareholder.
(3) The Company has granted the U.S. Underwriters an option for 30 days to
purchase up to an additional 4,328,880 shares at the initial public offering
price per share, less the underwriting discount, solely to cover
over-allotments. Additionally, an over-allotment option on 1,050,000 shares
has been granted by the Company as part of the International Offering. If such
options are exercised in full, the total initial public offering price,
underwriting discount and proceeds to the Company (before deducting expenses
as indicated in note (2)) will be $ , $ and $ , respectively. The total
proceeds to the Selling Shareholder will not change. See "Underwriting".

Joint Global Coordinators

Goldman, Sachs & Co. Morgan Stanley & Co.
Incorporated

The Common Shares are offered by the several Underwriters named herein,
subject to prior sale, when, as and if accepted by the Underwriters. It is
expected that certificates for the Common Shares will be ready for delivery in
New York on or about , 1995.

Goldman, Sachs & Co. Morgan Stanley & Co.
Incorporated

CS First Boston
Donaldson, Lufkin & Jenrette Securities Corporation
Merrill Lynch & Co.
Salomon Brothers Inc

January , 1995

<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state.

<PAGE>
AVAILABLE INFORMATION

AT&T Corp. ("AT&T" or the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934 ("Exchange Act") and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission ("SEC"). Such reports, proxy
statements and other information filed by AT&T can be inspected and copied at
the public reference facilities maintained by the SEC at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, DC 20549, and at the regional
offices of the SEC located at 7 World Trade Center, 13th Floor, New York, New
York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. Such material can also be inspected at the
New York, Boston, Chicago, Pacific and Philadelphia Stock Exchanges. Copies of
such material can also be obtained at the prescribed rates from the Public
Reference Section of the SEC, Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, DC 20549.

INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents have been filed by the Company with the SEC (File No.
1-1105) and are incorporated herein by reference.

(1) AT&T's Annual Report on Form 10-K for the year 1993;

(2) AT&T's Quarterly Reports on Form 10-Q for the periods ended March 31,
1994, June 30, 1994 and September 30, 1994; and

(3) AT&T's Current Reports on Form 8-K dated January 14, 1994, January 27,
1994, March 4, 1994, March 23, 1994, April 5, 1994, August 16, 1993, as
amended (filed April 19, 1994), April 22, 1994, August 16, 1993, as amended
(filed May 20, 1994), May 26, 1994, July 15, 1994, August 16, 1993, as amended
(filed August 23, 1994), August 25, 1994, September 14, 1994, September 19,
1994, October 26, 1994, December 8, 1994, December 13, 1994, October 26, 1994,
as amended (filed December 27, 1994) and January 24, 1995.

All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Common Shares shall be deemed to be
incorporated by reference in this Prospectus and to be part hereof from the
date of filing of such documents; provided, however, that the documents
enumerated above or subsequently filed by AT&T pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act in each year during which the offering
made hereby is in effect prior to the filing with the SEC of AT&T's Annual
Report on Form 10-K covering such year shall not be incorporated by reference
herein or be a part hereof from and after the filing of such Annual Report on
Form 10-K. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus 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 such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

COPIES OF THE ABOVE DOCUMENTS AND THE 1993 AT&T ANNUAL REPORT TO SHAREOWNERS
MAY BE OBTAINED UPON REQUEST WITHOUT CHARGE FROM THE SECRETARY'S DEPARTMENT,
AT&T, ROOM 2420E, 32 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10013-2412
(TELEPHONE NUMBER 212-387-5400).

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY EFFECT TRANSACTIONS
WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON SHARES AT LEVELS
ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK, BOSTON, CHICAGO, PACIFIC AND
PHILADELPHIA STOCK EXCHANGES OR IN THE OVER-THE-COUNTER MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

<PAGE>
THE COMPANY

AT&T is among the world's networking leaders, providing communications
services and products, as well as network equipment and computer systems, to
businesses, consumers, telecommunications service providers and government
agencies. Worldwide, AT&T's network handles more than 175 million voice, data,
video and facsimile messages on an average business day. AT&T Bell
Laboratories engages in basic research as well as product and service
development. AT&T also offers a general-purpose credit card and other
financial services.

AT&T has organized its businesses into the following functional groups:

AT&T COMMUNICATIONS SERVICES GROUP provides a wide range of voice, data and
image telecommunications services to consumers, large and small businesses,
and government entities. For consumers, these services primarily consist of
long distance telephone, AT&T Calling Card, and domestic and international
operator services. AT&T provides business and government customers with long
distance as well as other advanced telecommunications services, including
toll-free "800" services, private line services and integrated digital network
services. In addition, AT&T constructs, operates and manages global
telecommunications networks for customers' and for its own use. In September
1994, a subsidiary of AT&T merged with McCaw Cellular Communications, Inc.
("McCaw"), the nation's largest cellular communications company, which will
form the basis for AT&T's future growth in the wireless communications area.
See "Recent Developments" in this Prospectus.

AT&T GLOBAL INFORMATION SOLUTIONS COMPANY develops, manufactures, sells, and
services computer and information systems for businesses. These systems help
customers manage both computing and communications in one integrated package.

AT&T MULTIMEDIA PRODUCTS GROUP meets the equipment needs of businesses,
government entities and consumers. This group offers products such as private
branch exchanges, voice and message processing products, and video
conferencing systems. This group also has responsibility for the design,
manufacture and sale of cellular, corded and cordless phones, answering
systems, facsimile machines and other telecommunications products.

AT&T NETWORK SYSTEMS GROUP has primary responsibility for the development,
manufacture, installation and maintenance of communications equipment marketed
to local exchange carriers, private telecommunications network operators,
foreign telephone operators, government entities, private businesses and the
Company itself. In addition to advanced switching and transmission systems,
this group is a leader in the provision of hardware and software systems
integration for wireless service providers, cable television operators and
other telecommunications carriers.

AT&T BELL LABORATORIES provides support to all of the Company's business
units. It designs and develops new products, systems, software and services,
and carries out a broad program of fundamental research to provide the
technology base for AT&T's future. AT&T Bell Laboratories is responsible for
the invention or development of many significant telecommunications devices
and processes, including the transistor, cellular wireless communications
technology, integrated circuits and many types of lasers.

AT&T FINANCIAL SERVICES AND LEASING consists of AT&T Universal Card Services
Corp., a general- purpose credit card company, wholly owned by AT&T, and AT&T
Capital Corporation, a publicly-traded full- service finance and leasing
company, 86%-owned by AT&T.

AT&T has numerous subsidiary companies and offices throughout the world. In
1993, AT&T announced its intention to implement an international
organizational structure, along regional lines, to complement the functional
groups described above and to promote shared accountability among regional
units and those groups. Three regional units, representing all AT&T
businesses, have been formed: Latin America, with headquarters in Coral
Gables, Florida; Asia/ Pacific, with headquarters in Hong Kong; and
Europe/Middle East/Africa, with headquarters in Brussels.

The Company was incorporated on March 3, 1885 under the laws of the State of
New York and has its principal executive offices at 32 Avenue of the Americas,
New York, New York 10018-2412 (telephone number 212-387-5400).

<PAGE>
RECENT DEVELOPMENTS

MERGER WITH MCCAW

On September 19, 1994, a subsidiary of AT&T merged with McCaw, the leading
provider of wireless communications services in the United States. McCaw's
service offerings include cellular, messaging, data transmission and
air-to-ground communications. It has cellular operations in more than 100
cities in the United States with a total population of more than 100 million,
approximately 80% of which is in the 30 most populous markets in the United
States. McCaw has approximately 3.6 million cellular customers and 600,000
messaging subscribers. Revenue and net income for McCaw for the nine months
ended September 30, 1994 were $2,062 million and $34 million, respectively.

The merger with McCaw is expected to allow AT&T to better meet the
communications requirements of its customers. Under the terms of a proposed
antitrust consent decree among AT&T, McCaw and the United States, the
operations of AT&T and McCaw are subject to several conditions, including
maintaining McCaw as a separate business entity with separate officers and
personnel. After McCaw provides equal access to all interexchange carriers
AT&T may: use the AT&T brand on McCaw's cellular services; jointly market its
interexchange services with McCaw's cellular service; and provide customers
with a single bill for both wired and wireless services.

OPTION TO ACQUIRE PUBLICLY HELD SHARES OF LIN BROADCASTING

Under the Private Market Value Guarantee ("PMVG") between McCaw and its
52%-owned subsidiary, LIN Broadcasting Corporation ("LIN"), a process
commenced on January 1, 1995 to determine the private market value per share
of LIN (the "Private Market Price"). After the Private Market Price is
determined, McCaw will have 45 days to decide whether to proceed with the
acquisition of all the public shares of LIN at that price, subject to the
approval of the LIN public shareholders.

Private market value is defined in the PMVG as the price per share, including
control premium, that an unrelated third party would pay if it were to acquire
all the outstanding shares of LIN, including the shares held by McCaw, in an
arm's-length transaction and assuming that LIN was being sold in a manner
designed to attract all possible participants and to maximize shareholder
value. Using this definition, the Private Market Price will be determined by
Morgan Stanley & Co. Incorporated, which has been designated as McCaw's
appraiser under the PMVG, and by Lehman Brothers Inc. and Bear, Stearns & Co.,
which have been designated to act jointly as the LIN independent directors'
appraiser, and if necessary by a third-party appraiser.

AT&T and McCaw have not made any decision as to whether McCaw should proceed
with an acquisition of the LIN public shares. If the Private Market Price is
set at a level that AT&T and McCaw believe is reasonable, AT&T and McCaw
expect that McCaw would seek to proceed with an acquisition. If the Private
Market Price is set at a level that AT&T and McCaw believe is not reasonable,
AT&T and McCaw expect that McCaw would not proceed with an acquisition. Any
such acquisition would involve a substantial capital expenditure. If McCaw
does not proceed with an acquisition, the PMVG provides that McCaw will put
LIN in its entirety up for sale under the direction of the LIN independent
directors. Such a sale would also be subject to the approval of the LIN public
shareholders.

PERSONAL COMMUNICATIONS SERVICES AUCTIONS

On October 28, 1994, AT&T Wireless PCS Inc., a wholly owned subsidiary of AT&T,
filed an application with the FCC establishing its eligibility to bid on
broad-band personal communication service ("PCS") radio licenses to provide
wireless telephone service in 30 of 51 major trading areas in the United
States. The FCC auction began on December 5, 1994. It is not possible to
predict the outcome of the auction or the amounts successful bidders will be
required to pay in order to win licenses as about 30 companies have made
deposits and are eligible for bidding. In the event AT&T is successful in
obtaining one or more licenses, substantial expenditures could be required for
the licenses and for constructing associated systems.

GROWTH IN RECENT INTERNATIONAL ALLIANCES TO PROVIDE TELECOMMUNICATIONS SERVICE

On November 9, 1994, AT&T and Grupo Alfa ("Alfa") of Mexico announced that
they had signed a memorandum of understanding pursuant to which they plan to
work together to develop a possible joint venture to deliver telecommunication
services to Mexico's business and residential customers. If such a joint
venture is formed, AT&T's share

<PAGE>
of the voting equity would be 49%. The services the joint venture would offer
and whether AT&T and Alfa would proceed with the formation of the joint
venture depend in part on the terms and conditions of long distance
competition and concessions to be issued in early 1995 by the Secretariat of
Communications and Transportation, the agency that regulates
telecommunications in Mexico, as well as the joint venture's ability to secure
an operating license.

Another significant recent international alliance is WorldPartners Company
("WorldPartners"), which AT&T formed as an equity partnership in 1993 with
Kokusai Denshin Denwa Co. Ltd. of Japan and Singapore Telecom to support the
provision of high quality advanced telecommunications services to
multinational business customers marketed under the name "WorldSource(SM)".
During 1994, a consortium of Dutch, Swiss and Swedish telephone authorities
known as Unisource joined WorldPartners. WorldPartners has recruited to date a
total of eleven telecommunications services suppliers as members of the
WorldPartners Association, the consortium of companies offering WorldSource
services, covering twenty-six countries in North America, Europe and Asia. In
December 1994, AT&T and Unisource also announced an Agreement in Principle
("AIP") to form a new company that will combine their data and business voice
services in Europe. Under the AIP terms, Unisource will own 60% and AT&T will
own 40% of the new company. Subject to regulatory approval by the European
Union authorities, the joint venture is expected to be fully operational by
mid-1995. Some services to be offered by the new company are already available
now, due to the companies' earlier cooperation in WorldPartners and on
closed-user group voice services. Competition for WorldPartners members to
serve the communication needs of multinational customers is significant,
consisting often of local national telephone authorities as well as consortia
formed between MCI and British Telecommunications and, pending regulatory
approval, among Sprint and France Telecom and Deutsche Telekom.

RESULTS FOR THE YEAR ENDED DECEMBER 31, 1994

AT&T released results for the year ended December 31, 1994 on January 24,
1995. (See AT&T's Current Report on Form 8-K, dated January 24, 1995, which is
incorporated by reference in this Prospectus.)

<PAGE>

CAPITALIZATION

The following table sets forth the audited consolidated short-term debt and
capitalization of AT&T at December 31, 1994.

December 31, 1994
(Dollars in millions,
except per share amount)

<S> <C>

Debt maturing within one year $13,666
Long-term debt including capital leases $11,358

Shareowners' equity:
Common shares, par value $1.00 per share:
2,000,000,000 shares authorized,
1,568,951,000 shares outstanding 1,569
Additional paid-in capital 15,825
Guaranteed ESOP obligation (305)
Foreign currency translation adjustments 145
Retained earnings 687
Total shareowners' equity 17,921
Total capitalization $29,279

</TABLE>

<PAGE>

SELECTED FINANCIAL DATA

The selected financial data set forth below for the years ended December 31,
1994, 1993 and 1992 and at December 31, 1994 and 1993 are derived from AT&T's
audited consolidated financial statements.

Year Ended
December 31,
1994 1993( (1)) 1992
(Dollars in millions, except per share amounts)

<S> <C> <C> <C>
Income Statement Data:
Total revenues $75,094 $69,351 $66,647
Operating income 8,030 6,568 6,628
Interest expense 748 1,032 1,153
Income before cumulative effects
of accounting changes 4,710 3,702 3,442
Cumulative effects of accounting
changes for:
--Postretirement benefits -- (7,023) --
--Postemployment benefits -- (1,128) --
--Income taxes -- (1,457) --
Net income (loss) $4,710 $(5,906) $ 3,442
Net income (loss) per share $3.01 $(3.82) $2.27
Dividends declared per common share $1.32 $1.32 $1.32
</TABLE>

December 31,
1994 1993

<S> <C> <C>
Balance Sheet Data:
Total assets $79,262 $69,393
Long-term debt including capital leases 11,358 11,802
Total debt (including current portion) 25,024 22,865
Total shareowners' equity 17,921 13,374
</TABLE>

(1) 1993 data reflect a $9.6 billion net charge for three U.S. accounting
changes: Statement of Financial Accounting Standards ("SFAS") No. 106,
"Employers' Accounting for Postretirement Benefits Other than Pensions", SFAS
No. 112, "Employers' Accounting for Postemployment Benefits", and SFAS No.
109, "Accounting for Income Taxes".

SELLING SHAREHOLDER

All of the Common Shares offered hereby are being sold by BT USA Holdings,
Inc. (the "Selling Shareholder"), a wholly-owned subsidiary of British
Telecommunications plc.

The Selling Shareholder acquired the Common Shares in connection with the
merger on September 19, 1994 of a subsidiary of AT&T with McCaw. Under the
terms of the merger agreement, the Selling Shareholder received the Common
Shares in exchange for its 35,859,199 shares of McCaw, which it purchased
beginning in 1989.

The Common Shares represent approximately 2.3% of the total outstanding common
shares of AT&T. The Common Shares are being registered pursuant to the terms
of a Registration Rights Agreement, dated as of September 19, 1994, between
AT&T and the Selling Shareholder. The Selling Shareholder will not own any
common shares of AT&T following completion of the offering.

The Selling Shareholder is being advised in connection with the offering by
Donaldson, Lufkin & Jenrette Securities Corporation and N M Rothschild & Sons
Limited.

<PAGE>
DESCRIPTION OF COMMON SHARES OF AT&T

All common shares (par value $1 per share) of AT&T are entitled to participate
equally in dividends. Each shareowner has one vote for each share registered
in the shareowner's name. All common shares would rank equally on liquidation,
and common shares (including the Common Shares offered by this Prospectus) are
fully-paid and nonassessable by AT&T. Holders of common shares have no
preemptive rights.

AT&T is authorized to issue common shares under the Shareowner Dividend
Reinvestment and Stock Purchase Plan and various employee benefit plans of
AT&T and its subsidiaries.

CERTAIN PREFERENTIAL RIGHTS OF HOLDERS OF PREFERRED SHARES

AT&T's authorized capital includes a class of 100,000,000 preferred shares,
par value $1 per share, issuable in series, cumulative as to dividends and
having an authorized maximum liquidation preference of $8,000,000,000. The
preferred shares rank prior to the common shares both as to dividends and on
liquidation. There are no preferred shares issued and outstanding. AT&T's
Board of Directors is authorized to establish the number of shares,
designations, relative rights, preferences and limitations, including voting
and conversion rights, of any future series of preferred shares.

USE OF PROCEEDS

If all or part of the over-allotment options are exercised, the Company will
receive the proceeds from the sale of any additional shares sold as a result
of any such exercise. The proceeds will be used for general corporate
purposes.

PRICE RANGE OF COMMON SHARES AND DIVIDENDS

The Company's common shares are traded on the New York, Philadelphia, Boston,
Chicago and Pacific Stock Exchanges under the symbol "T". They also trade on
the London, Tokyo and other foreign stock exchanges. The following table sets
forth the high and low sale prices of the common shares for the periods
indicated as reported on the New York Stock Exchange Composite Tape:

High Low

<S> <C> <C>
Fiscal 1992
First Quarter 41-3/8 36-5/8
Second Quarter 44-5/8 40-1/8
Third Quarter 45-3/8 42
Fourth Quarter 53-1/8 40-5/8
Fiscal 1993
First Quarter 59-1/8 50-1/8
Second Quarter 63-7/8 53-3/4
Third Quarter 65 57-3/8
Fourth Quarter 61-3/8 52
Fiscal 1994
First Quarter 57-1/8 50-5/8
Second Quarter 57-1/8 49-1/2
Third Quarter 55-7/8 52-1/2
Fourth Quarter 55-1/4 47-1/4
Fiscal 1995
First Quarter (through January 24, 1995) 50-1/2 47-5/8

</TABLE>

Dividends on common shares are currently paid at the rate of $.33 per share
per quarter ($1.32 per year).

<PAGE>
UNDERWRITING

Under the terms and subject to the conditions contained in an Underwriting
Agreement dated January , 1995, the U.S. Underwriters named below have
severally agreed to purchase and the Selling Shareholder has agreed to sell to
them, severally, the respective number of Common Shares set forth below.
<TABLE> <CAPTION>

Number of
Underwriter Common Shares

<S> <C>
Goldman, Sachs & Co. .................................
Morgan Stanley & Co. Incorporated ...................
CS First Boston Corporation ..........................
Donaldson, Lufkin & Jenrette Securities Corporation...
Merrill Lynch & Co. .................................
Salomon Brothers Inc .................................

Total .......................................... 28,859,199
</TABLE>

The Underwriting Agreement provides that the obligations of the several U.S.
Underwriters to pay for and accept delivery of the Common Shares are subject
to the approval of certain legal matters by their counsel and to certain other
conditions. The nature of the U.S. Underwriters' obligation is such that they
are committed to take and pay for all of the shares offered hereby if any are
taken.

The U.S. Underwriters propose to offer part of the Common Shares directly to
the public at the initial public offering price set forth on the cover page
hereof and part to certain dealers at a price which represents a concession
not in excess of $ a share under the initial public offering price. Any U.S.
Underwriter may allow, and such dealers may reallow, a concession not in
excess of $ a share to certain brokers and dealers.

The Company and the Selling Shareholder have entered into an underwriting
agreement (the "International Underwriting Agreement") with the underwriters
of the international offering (the "International Underwriters") providing for
the concurrent offer and sale of 7,000,000 Common Shares in an international
offering outside the United States (the "International Offering"). The initial
public offering price and aggregate underwriting discounts and commissions per
share for the two offerings are identical. The closing of the offering made
hereby is a condition to the closing of the International Offering, and vice
versa. The representatives of the International Underwriters are Morgan
Stanley & Co. International Limited and Goldman Sachs International.

Pursuant to an Agreement between the U.S. and International Underwriting
Syndicates (the "Agreement Between Syndicates") relating to the two offerings,
each of the U.S. Underwriters named herein has agreed that, as a part of the
distribution of the shares offered hereby and subject to certain exceptions,
it will offer, sell or deliver the Common Shares, directly or indirectly, only
in the United States of America (including the States and the District of
Columbia), its territories, its possessions and other areas subject to its
jurisdiction (the "United States") and to U.S. persons, which

<PAGE>

term shall mean, for purposes of this paragraph: (a) any individual who is a
resident of the United States or (b) any corporation, partnership or other
entity organized in or under the laws of the United States or any political
subdivision thereof and whose office most directly involved with the purchase
is located in the United States. Each of the International Underwriters has
agreed pursuant to the Agreement Between Syndicates that, as a part of the
distribution of the shares offered as a part of the International Offering,
and subject to certain exceptions, it will (i) not, directly or indirectly,
offer, sell or deliver Common Shares (a) in the United States or to any U.S.
persons or (b) to any person who it believes intends to reoffer, resell or
deliver the shares in the United States or to any U.S. persons, and (ii) cause
any dealer to whom it may sell such shares at any concession to agree to
observe a similar restriction.

Pursuant to the Agreement Between Syndicates, sales may be made between the
U.S. Underwriters and the International Underwriters of such number of Common
Shares as may be mutually agreed. The price of any shares so sold shall be the
initial public offering price, less an amount not greater than the selling
concession.

The Company has granted the U.S. Underwriters an option exercisable for 30
days after the date of this Prospectus to purchase up to an aggregate of
4,328,880 additional common shares solely to cover over-allotments, if any. If
the U.S. Underwriters exercise their over-allotment option, the U.S.
Underwriters have severally agreed, subject to certain conditions, to purchase
approximately the same percentage thereof that the number of shares to be
purchased by each of them, as shown in the foregoing table, bears to the
28,859,199 Common Shares offered. The Company has granted the International
Underwriters a similar option to purchase up to an aggregate of 1,050,000
additional common shares.

The Company and the Selling Shareholder have agreed that, until 90 days
following the date hereof, they will not, without the consent of Goldman,
Sachs & Co. and Morgan Stanley & Co. Incorporated, offer, sell or contract to
sell, or announce the offering of any common shares of the Company or
securities convertible into or exchangeable for such common shares, with
certain exceptions.

Morgan Stanley & Co. Incorporated has been retained by AT&T and McCaw to
serve as McCaw's appraiser in connection with the Private Market Value
Guarantee with LIN. See "Recent Developments--Option to Acquire Publicly Held
Shares of LIN Broadcasting".

The Company, the Selling Shareholder and the Underwriters have agreed to
indemnify each other against certain liabilities, including liabilities under
the Securities Act of 1933, as amended.

<PAGE>
FOR FLORIDA RESIDENTS

AT&T provides telecommunications services between the United States and Cuba
jointly with Empresa de Telecomunicaciones Internacionales de Cuba
("EMTELCUBA"), the Cuban telephone company, pursuant to all applicable U.S.
laws and regulations. All payments due EMTELCUBA are handled in accordance
with the provisions of the Cuban Assets Control Regulations and the Cuban
Democracy Act of 1992 and specific licenses issued thereunder. AT&T is the
sole owner of the Cuban American Telephone and Telegraph Company ("CATT"), a
Cuban corporation. CATT owns cable facilities between the United States and
Cuba that were activated on November 25, 1994.

This information is accurate as of the date hereof. Current information
concerning AT&T's business dealings with the government of Cuba or with any
person or affiliate located in Cuba may be obtained from the Division of
Securities and Investor Protection of the Florida Department of Banking and
Finance, the Capitol, Tallahassee, Florida 32399- 0530, telephone number (904)
488-9805.

LEGAL OPINIONS

Marilyn J. Wasser, Vice President--Law and Secretary of AT&T, is passing upon
the legality of the Common Shares for the Company. As of December 31, 1994,
Marilyn J. Wasser owned 3,019 common shares of AT&T and had options to acquire
13,626 common shares of AT&T.

Davis Polk & Wardwell of New York, New York is passing upon the legality of
the Common Shares for the Underwriters. Such firm from time to time acts as
counsel for the Company and its subsidiaries.

Milbank, Tweed, Hadley & McCloy of New York, New York is passing upon the
legality of the Common Shares for the Selling Shareholder.

EXPERTS

The restated consolidated financial statements and restated consolidated
financial statement schedules of AT&T and its subsidiaries at December 31,
1993 and 1992 and for the years ended December 31, 1993, 1992 and 1991,
included in AT&T's Current Report on Form 8-K, dated October 26, 1994, as
amended (filed December 27, 1994), have been incorporated herein by reference
in reliance upon the report of Coopers & Lybrand L.L.P., independent auditors,
which report includes an explanatory paragraph regarding AT&T's change in 1993
in methods of accounting for postretirement benefits, postemployment benefits
and income taxes, given on the authority of that firm as experts in accounting
and auditing.

<PAGE>
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and, if given
or made, such information or representations must not be relied upon as having
been authorized. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities to
which it relates or an offer to sell or the solicitation of an offer to buy
such securities in any circumstances in which such offer or solicitation is
unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.

TABLE OF CONTENTS

Page
<S> <C>
Available Information 2
Incorporation of Documents by Reference 2
The Company 3
Recent Developments 4
Capitalization 6
Selected Financial Data 7
Selling Shareholder 7
Description of Common Shares of AT&T 8
Use of Proceeds 8
Price Range of Common Shares and Dividends 8
Underwriting 9
For Florida Residents 11
Legal Opinions 11
Experts 11

</TABLE>

35,859,199 SHARES
AT&T Corp.

Common Shares
(par value $1.00 per share)

[LOGO]

Goldman, Sachs & Co.

Morgan Stanley & Co.
Incorporated

CS First Boston

Donaldson, Lufkin & Jenrette
Securities Corporation

Merrill Lynch & Co.

Salomon Brothers Inc

<PAGE>
[ALTERNATE FOR INTERNATIONAL]

PROSPECTUS

SUBJECT TO COMPLETION, DATED JANUARY 25, 1995
35,859,199 SHARES

[LOGO]
AT&T CORP.

COMMON SHARES
(PAR VALUE $1.00 PER SHARE)

All of the 35,859,199 common shares (the "Common Shares") of AT&T Corp. being
offered hereby are being sold by the Selling Shareholder and are outstanding
common shares of the Company. Of the 35,859,199 Common Shares offered,
7,000,000 Common Shares are being offered outside the United States hereby,
and 28,859,199 Common Shares are being offered in a concurrent offering in the
United States. The Company will not receive any of the proceeds from the sale
of such Common Shares. See "Selling Shareholder".

Proceeds to
Initial Public Underwriting Selling
Offering Price Discount (1) Shareholder (2)
<S> <C> <C> <C>
Per Share .......... $ $ $
Total (3) .......... $ $ $
</TABLE>

(1) The Company and the Selling Shareholder have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933.

(2) Before deducting expenses, estimated to be $990,000, of which $840,000
will be payable by the Company and $150,000 will be payable by the Selling
Shareholder.

(3) The Company has granted the International Underwriters an option for 30
days to purchase up to an additional 1,050,000 shares at the initial public
offering price per share, less the underwriting discount, solely to cover
over-allotments. Additionally, an over-allotment option on 4,328,880 shares
has been granted by the Company as part of the U.S. Offering. If such options
are exercised in full, the total initial public offering price, underwriting
discount and proceeds to the Company (before deducting expenses as indicated
in note (2)) will be $ , $ and $ , respectively. The total proceeds to the
Selling Shareholder will not change. See "Underwriting".

Joint Global Coordinators
Goldman, Sachs & Co. Morgan Stanley & Co.
Incorporated

Morgan Stanley & Co. International
Goldman Sachs International
CS First Boston Limited
Donaldson, Lufkin & Jenrette
Securities Corporation
Merrill Lynch International Limited
Salomon Brothers International Limited

January , 1995

<PAGE>
[ALTERNATE FOR INTERNATIONAL]

UNDERWRITING

Under the terms and subject to the conditions contained in an Underwriting
Agreement dated January , 1995, the International Underwriters named below
have severally agreed to purchase and the Selling Shareholder has agreed to
sell to them, severally, the respective number of Common Shares set forth
below.

Number of
Underwriter Common Shares

<S> <C>
Morgan Stanley & Co. International Limited ............
Goldman Sachs International ............................
CS First Boston Limited ................................
Donaldson, Lufkin & Jenrette Securities Corporation ...
Merrill Lynch International Limited ....................
Salomon Brothers International Limited .................

Total ................................................ 7,000,000
</TABLE>

The Underwriting Agreement provides that the obligations of the several
International Underwriters to pay for and accept delivery of the Common Shares
are subject to the approval of certain legal matters by their counsel and to
certain other conditions. The nature of the International Underwriters'
obligation is such that they are committed to take and pay for all of the
shares offered hereby if any are taken.

The International Underwriters propose to offer part of the Common Shares
directly to the public at the initial public offering price set forth on the
cover page hereof and part to certain dealers at a price which represents a
concession not in excess of $ a share under the initial public offering price.
Any International Underwriter may allow, and such dealers may reallow, a
concession not in excess of $ a share to certain brokers and dealers.

The Company and the Selling Shareholder have entered into an underwriting
agreement (the "U.S. Underwriting Agreement") with the underwriters of the
U.S. offering (the "U.S. Underwriters") providing for the concurrent offer
and sale of 28,859,199 Common Shares in a U.S. offering in the United States
(the "U.S. Offering"). The initial public offering price and aggregate
underwriting discounts and commissions per share for the two offerings are
identical. The closing of the offering made hereby is a condition to the
closing of the U.S. Offering, and vice versa. The representatives of the U.S.
Underwriters are Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated.

Pursuant to an Agreement between the U.S. and International Underwriting
Syndicates (the "Agreement Between Syndicates") relating to the two offerings,
each of the U.S. Underwriters has agreed that, as a part of the distribution
of the shares offered hereby and subject to certain exceptions, it will offer,
sell or deliver the Common Shares, directly or indirectly, only in the United
States of America (including the States and the District of Columbia), its
territories,

<PAGE>
[ALTERNATE FOR INTERNATIONAL]

its possessions and other areas subject to its jurisdiction (the "United
States") and to U.S. persons, which term shall mean, for purposes of this
paragraph: (a) any individual who is a resident of the United States or (b)
any corporation, partnership or other entity organized in or under the laws of
the United States or any political subdivision thereof and whose office most
directly involved with the purchase is located in the United States. Each of
the International Underwriters named herein has agreed pursuant to the
Agreement Between Syndicates that, as a part of the distribution of the shares
offered as a part of the International Offering, and subject to certain
exceptions, it will (i) not, directly or indirectly, offer, sell or deliver
Common Shares (a) in the United States or to any U.S. persons or (b) to any
person who it believes intends to reoffer, resell or deliver the shares in the
United States or to any U.S. persons, and (ii) cause any dealer to whom it may
sell such shares at any concession to agree to observe a similar restriction.

The Company has granted the International Underwriters an option exercisable
for 30 days after the date of this Prospectus to purchase up to an aggregate
of 1,050,000 additional common shares solely to cover over-allotments, if any.
If the International Underwriters exercise their over-allotment option, the
International Underwriters have severally agreed, subject to certain
conditions, to purchase approximately the same percentage thereof that the
number of shares to be purchased by each of them, as shown in the foregoing
table, bears to the 7,000,000 Common Shares offered. The Company has granted
the U.S. Underwriters a similar option to purchase up to an aggregate of
4,328,880 additional common shares.

Each International Underwriter has also agreed that (a) it has not offered
or sold, and will not offer or sell, in the United Kingdom, by means of any
document, any Common Shares other than to persons whose ordinary business it
is to buy or sell shares or debentures, whether as principal or agent, or in
circumstances which do not constitute an offer to the public within the
meaning of the Companies Act 1985 of Great Britain, (b) it has complied, and
will comply with, all applicable provisions of the Financial Services Act of
1986 of Great Britain with respect to anything done by it in relation to the
Common Shares in, from or otherwise involving the United Kingdom, and (c) it
has only issued or passed on and will only issue or pass on in the United
Kingdom any document received by it in connection with the issuance of the
Common Shares to a person who is of a kind described in Article 9(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order
1988 (as amended) of Great Britain or is a person to whom the document may
otherwise lawfully be issued or passed on.

Buyers of Common Shares offered hereby may be required to pay stamp taxes
and other charges in accordance with the laws and practice of the country of
purchase in addition to the initial public offering price.

The Company, the Selling Shareholder and the Underwriters have agreed to
indemnify each other against certain liabilities, including liabilities under
the Securities Act of 1933.

<PAGE>
[ALTERNATE FOR INTERNATIONAL]

No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and, if given
or made, such information or representations must not be relied upon as having
been authorized. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities to
which it relates or an offer to sell or the solicitation of an offer to buy
such securities in any circumstances in which such offer or solicitation is
unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.

TABLE OF CONTENTS

</TABLE>

35,859,199 SHARES
AT&T Corp.

Common Shares
(par value $1.00 per share)

[LOGO]

Morgan Stanley & Co.
International

Goldman Sachs International

CS First Boston Limited

Donaldson, Lufkin & Jenrette
Securities Corporation

Merrill Lynch International
Limited

Salomon Brothers
International Limited

<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

<S> <C>
Securities and Exchange Commission Filing Fee $680,050
Printing and Distributing Prospectus and Miscellaneous Material 125,000*
Accountants' Fee 15,000*
Blue Sky Fees and Expenses 15,000*
Miscellaneous Expenses 4,950*
Total $840,000*

</TABLE>

* Estimated

The Selling Shareholder bears no portion of the expenses listed above.

Item 15. Indemnification of Directors and Officers.

Pursuant to the statutes of the State of New York, a director or officer of a
corporation is entitled, under specified circumstances, to indemnification by
the corporation against reasonable expenses, including attorney's fees,
incurred by him in connection with the defense of a civil or criminal
proceeding to which he has been made, or threatened to be made, a party by
reason of the fact that he was such director or officer. In certain
circumstances, indemnity is provided against judgments, fines and amounts paid
in settlement. In general, indemnification is available where the director or
officer acted in good faith, for a purpose he reasonably believed to be in the
best interests of the corporation. Specific court approval is required in some
cases. The foregoing statement is subject to the detailed provisions of
Sections 715, 717 and 721-725 of the New York Business Corporation Law
("BCL").

The AT&T By-laws provide that AT&T is authorized, by (i) a resolution of
shareholders, (ii) a resolution of directors or (iii) an agreement providing
for such indemnification, to the fullest extent permitted by applicable law,
to provide indemnification and to advance expenses to directors and officers
in respect of claims, actions, suits or proceedings based upon, arising from,
relating to or by reason of the fact that any such director or officer serves
or served in such capacity with AT&T or at the request of AT&T in any capacity
with any other enterprise.

AT&T has entered into contracts with its officers and directors, pursuant to
the provisions of BCL Section 721, by which it will be obligated to indemnify
such persons, to the fullest extent permitted by the BCL, against expenses,
fees, judgments, fines and amounts paid in settlement in connection with any
present or future threatened, pending or completed action, suit or proceeding
based in any way upon or related to the fact that such person was an officer
or director of AT&T or, at the request of AT&T, an officer, director or other
partner, agent, employee or trustee of another enterprise. The contractual
indemnification so provided will not extend to any situation where a judgment
or other final adjudication adverse to such person establishes that his acts
were committed in bad faith or were the result of active and deliberate
dishonesty or that there inured to such person a financial profit or other
advantage.

The directors and officers of AT&T are covered by insurance policies
indemnifying against certain liabilities, including certain liabilities
arising under the Securities Act of 1933, which might be incurred by them in
such capacities and against which they cannot be indemnified by the
registrant.

Any underwriters who execute the agreement filed as Exhibit 1 to this
registration statement will agree to indemnify the registrant and registrant's
directors and its officers who signed the registration statement against
certain liabilities which might arise under the Securities Act of 1933 from
information furnished to the registrant by or on behalf of any such
indemnifying party.

<PAGE>
Item 16. Exhibits.

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

Exhibit
Number
<S> <C>
1A** Form of Underwriting Agreement (U.S. Version).
1B** Form of Underwriting Agreement (International Version).
4 Restated Certificate of Incorporation of the registrant filed
January 10, 1989, Certificate of Change to Restated
Certificate of Incorporation dated March 18, 1992,
Certificate of Amendment to Restated Certificate of Incorporation
dated June 1, 1992, and Certificate of Amendment of the
Certificate of Incorporation dated April 20, 1994 (Exhibit
4-B to Registration Statement No. 33-53765).
5 Opinion of Marilyn J. Wasser, Vice President--Law and Secretary
of the registrant, as to the legality of the securities
being registered.
23A Consent of Coopers & Lybrand.
23B Consent of Marilyn J. Wasser, Vice President--Law and Secretary
of the registrant, is contained in opinion of counsel
filed as Exhibit 5.
24** Powers of Attorney executed by the directors and officers who
signed this registration statement.
</TABLE>
**previously filed

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of the registration
statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus 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) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall be deemed to be
a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors and officers of the registrant pursuant to
the provisions referred to in the first, second, third and fifth paragraphs of
Item 15 above or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 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 or officer of the registrant in the successful defense of
any action, suit or proceeding) is asserted against the registrant by such
director or officer 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 Act and will be governed by the final adjudication
of such issue.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in The City of New York, State of New York, on the
24th day of January, 1995.

AT&T CORP.

By: (S.L. Prendergast
Vice President and Treasurer)

Pursuant to the requirements of the Securities Act of 1933, this registration
statement or amendment thereto has been signed below by the following persons
in the capacities and on the date indicated.

Principal Executive Officer:
R.E. Allen
Chairman of the Board

Principal Financial Officer:
R.W. Miller
Executive Vice President and Chief Financial Officer

Principal Accounting Officer:
M.B. Tart
Vice President and Controller

Directors:

R.E. Allen
M. Kathryn Eickhoff
Philip M. Hawley
Drew Lewis
Victor A. Pelson
Donald S. Perkins
Henry B. Schacht
Franklin A. Thomas
Joseph D. Williams
Thomas H. Wyman

By: (S.L. Prendergast
attorney-in-fact)*
January 24, 1995

* by power of attorney

<PAGE>

EXHIBIT INDEX

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

Exhibit
Number

<S> <C> <C>
1A** Form of Underwriting Agreement (U.S. Version).
1B** Form of Underwriting Agreement (International Version).
4 Restated Certificate of Incorporation of the registrant filed
January 10, 1989, Certificate of Change to Restated
Certificate of Incorporation dated March 18, 1992, Certificate
of Amendment to Restated Certificate of Incorporation dated
June 1, 1992, and Certificate of Amendment of the Certificate
of Incorporation dated April 20, 1994 (Exhibit 4-B to
Registration Statement No. 33-53765).
5 Opinion of Marilyn J. Wasser, Vice President--Law and Secretary
of the registrant, as to the legality of the securities being
registered.
23A Consent of Coopers & Lybrand.
23B Consent of Marilyn J. Wasser, Vice President--Law and Secretary
of the registrant, is contained in opinion of counsel filed
as Exhibit 5.
24** Powers of Attorney executed by the directors and officers who
signed this registration statement.

</TABLE>
**previously filed

EXHIBIT 5

January 24, 1995

AT&T Corp.
32 Avenue of the Americas
New York, NY 10013

Dear Sirs:

With reference to Amendment No. 1 to the registration statement on Form S-3
(Registration No. 33-56783) which AT&T Corp. (the "Company") filed with the
Securities and Exchange Commission (the "SEC") under the Securities Act of
1933, as amended, on January 12, 1995 registering an additional 5,378,880
common shares (par value $1 per share) of the Company (the "Shares") which may
be offered and sold by the Company, I am of the opinion that:

1. the Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of New York;

2. the Shares, when sold, will be legally issued, fully paid and
nonassessable.

In giving the foregoing opinion, I have relied on an opinion of H. John
Hokenson, General Attorney, AT&T Corp., to the undersigned and the Company,
dated today.

I hereby consent to the filing of this opinion with the SEC in connection with
Amendment No. 1 to the registration statement referred to above.

Very truly yours,

Marilyn J. Wasser

Vice President--Law
and Secretary

EXHIBIT 23-A

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this amendment to the
registration statement on Form S-3 of AT&T Corp. and its subsidiaries (the
"Company") of our reports, which include explanatory paragraphs regarding the
change in methods of accounting for postretirement benefits, postemployment
benefits and income taxes in 1993, dated January 27, 1994 (notes 4, 21, and 22
are dated September 19, 1994), on our audits of the consolidated financial
statements and consolidated financial statement schedules of the Company,
which are included or incorporated by reference in the Company's Annual Report
on Form 10-K for the year ended December 31, 1993 and included in Form 8-K,
dated October 26, 1994 (as amended on December 27, 1994). We also consent to
the reference to our firm under the caption "Experts".

COOPERS & LYBRAND L.L.P.

New York, New York
January 24, 1995