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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Intermetrics, Inc.
(Name of Issuer)
Common Stock, $.01 par value
__________________________________
(Title of Class of Securities)
458816 10 5
____________________________
(CUSIP Number)
Marilyn J. Wasser, 32 Avenue of the Americas, New York, NY 10013-2412
(212-387-5400)
_____________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 31, 1995
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box ....
Check the following box if a fee is being paid with the statement .... (A fee
is not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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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SCHEDULE 13D/A
CUSIP No. 458816 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
AT&T Corp. 13-4924710
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)___
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ___
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF - 0 -
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY - 0 -
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
14 TYPE OF REPORTING PERSON*
CO
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Item 4. PURPOSE OF THE TRANSACTION
The event that required the filing of this Schedule 13D/A was the disposition
of securities of the issuer as a result of a tender offer and plan of merger
by which Apollo Holdings, Inc., a Delaware corporation (the "purchaser")
through a wholly owned subsidiary, IMT Acquisition Corp., a Delaware
corporation merged with and into Intermetrics, Inc. and the holders of the
then outstanding shares of common stock, $.01 par value of Intermetrics, Inc.<PAGE>
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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.
Date: June 14, 1996
AT&T Corp.
By: Marilyn J. Wasser
Corporate Vice President - Law
and Secretary
