BANKERS TRUST COMPANY
One Bankers Trust Plaza
New York, New York 10006
Clarke S. Edgar Mailing Address:
Vice President P.O. Box 318
Telephone: 212-250-9399 Church Street Station
New York, NY 10008
February 14, 1995
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk
Dear Sirs:
Re: Filing of Schedule 13G on
American Telephone & Telegraph Co.
Pursuant to Rule 13d-1 of the General Rules and Regulations under
the Securities Exchange Act of 1934, the following is one copy of
the Schedule 13G with respect to the common stock of the above
referenced corporation.
Please acknowledge your receipt of the Schedule 13G filing
submission through the EDGAR-Link System software, by E-Mail
confirmation.
Sincerely,
/s/Clarke S. Edgar
Enclosures
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
____
American Telephone & Telegraph Co.
_______________________________________
NAME OF ISSUER:
Common Stock (Par Value $1.00)
_______________________________________
TITLE OF CLASS OF SECURITIES
001957109
_______________________________________
CUSIP NUMBER
Check the following box if a fee is being paid with
this statement [ ]. (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).
(Continued on following page(s))
Page 1 of 4 Pages
<PAGE>
CUSIP No. 001957109 Page 2 of 4 Pages
1.NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankers Trust New York Corporation and Its Wholly Owned
Subsidiary, Bankers Trust Company, as Trustee for various
trusts, and employee benefit plans, and investment advisor,
and its indirectly wholly-owned Subsidiary, Bankers Trust
International PLC 13-6180473
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [ ]
(B) [X]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Both Bankers Trust New York Corporation and Bankers Trust
Company are New York Corporations; Bankers Trust International
PLC is a London Corporations.
NUMBER OF 5. SOLE VOTING POWER
SHARES 13,441,809
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 25,381,063
PERSON 8. SHARED DISPOSITIVE POWER
WITH 0
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,381,063
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN
SHARES *
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.6%
12.TYPE OF REPORTING PERSON *
Bankers Trust New York Corporation - HC
Bankers Trust Company - BK
<PAGE>
3
Item 4 OWNERSHIP:
(a) Amount Beneficially Owned: 25,381,063
(b) Percent of Class: 1.6%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote - 13,441,809
(ii) shared power to vote or to direct the
vote - 0
(iii) sole power to dispose or to direct the
disposition of - 25,381,063
(iv) shared power to dispose or to direct
the disposition of - 0
Item 5 OWNERSHIP OF FIVE PERCENT OF LESS OF A CLASS:
[X]
Item 6 Not Applicable.
Item 10 CERTIFICATION:
By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
<PAGE>
4
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.
Date: As of December 31, 1994
Signature: Bankers Trust New York Corporation
By: /s/ James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Signature: Bankers Trust Company, as Trustee for various trusts,
and employee benefit plans, and investment advisor.
Signature: Bankers Trust Company
By: /s/ James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Signature: Bankers Trust International PLC
By: /s/ Brian E. Walsh
Name: Brian E. Walsh
Title: Managing Director
