<PAGE> 1
Registration No. 33-54797
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AT&T 1996 EMPLOYEE STOCK PURCHASE PLAN
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<PAGE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by AT&T Corp. ("AT&T") with the
Securities and Exchange Commission ("SEC") and are incorporated herein by
reference:
(1) AT&T's Annual Report on Form 10-K for the year ended December 31,
1995;
(2) AT&T's Current Reports on Form 8-K dated January 2, 1996 and March 21,
1996; and
(3) The description of shares of AT&T common stock contained in the
registration statement filed under the Securities Exchange Act
of 1934, as amended ("Exchange Act"), including any amendment or
report filed for the purpose of updating such description.
All documents, filed subsequent to the date hereof by AT&T with the SEC
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior
to the filing of a post-effective amendment hereto which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and made a part hereof from their respective dates of filing (such documents,
and the documents enumerated above, being hereinafter referred to as
"Incorporated 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 Documents or 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 an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document 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 Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
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Item 8. Exhibits.
Exhibit
Number
5 Opinion of Marilyn J. Wasser, Vice President - Law and Secretary
of the registrant, as to the legality of the securities to be
issued.
23-A Consent of Coopers & Lybrand L.L.P.
23-B Consent of Marilyn J. Wasser is contained in the opinion of
counsel filed as Exhibit 5.
24 Powers of Attorney executed by officers and directors who signed
this post-effective amendment.
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<PAGE> 4
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 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 29th day of April, 1996.
AT&T CORP.
By S. L. Prendergast
(Vice President and Treasurer)
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Senior Executive Vice #
President and Chief ###By S. L. Prendergast
Financial Officer # (attorney-in-fact)*
#
Principal Accounting Officer: #
#
M. B. Tart Vice President #
and Controller # April 29, 1996
#
Directors: #
#
R. E. Allen #
Kenneth T. Derr #
M. Kathryn Eickhoff #
Walter Y. Elisha #
Belton K. Johnson #
Ralph S. Larsen #
Alex J. Mandl #
Donald F. McHenry #
Michael I. Sovern # *by power of attorney
Joseph D. Williams #
Thomas H. Wyman #
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EXHIBIT INDEX
Exhibit
Number
5 Opinion of Marilyn J. Wasser, Vice President - Law and Secretary
of the registrant, as to the legality of the securities to be
issued.
23-A Consent of Coopers & Lybrand L.L.P.
23-B Consent of Marilyn J. Wasser is contained in the opinion of
counsel filed as Exhibit 5.
24 Powers of Attorney executed by officers and directors who signed
this post-effective amendment.
<PAGE>
<PAGE> 1 Exhibit 5
Marilyn J. Wasser AT&T LOGO
Vice President - Law 32 Avenue of the Americas
and Secretary New York, N.Y. 10013-2412
212-387-5420
April 29, 1996
AT&T Corp.
32 Avenue of the Americas
New York, New York 10013
Dear Sirs:
With reference to the Post-Effective Amendment No. 1 to Registration Statement
No. 33-54797 on Form S-8 (the "Amendment") which AT&T Corp. (the "Company")
proposes to file with the Securities and Exchange Commission (the "SEC") under
the Securities Act of 1933, as amended, relating to the offer and sale by the
Company of up to 25 million common shares (par value $1 per share) of the
Company (the "Shares") under the AT&T 1996 Employee Stock Purchase Plan (the
"Plan"), which Shares, under the terms of the Plan may be authorized and
unissued shares or treasury shares, 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. All proper corporate proceedings have been taken so that any Shares
to be offered and sold which are newly issued have been duly authorized and,
upon sale and payment therefor in accordance with the Plan and the resolutions
of the Board of Directors relating to the offering and sale of common shares
thereunder, 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, dated today.
I hereby consent to the filing of this opinion with the SEC in connection with
the Amendment referred to above.
Very truly yours,
Marilyn J. Wasser
<PAGE> 1 Exhibit 23-A
Consent of Independent Auditors
-------------------------
We consent to the incorporation by reference in the Post-Effective Amendment
No. 1 to the registration statement on Form S-8 (File No.33-54797) of AT&T
Corp. (the "Company") of our reports, which include explanatory paragraphs
regarding the change in 1993 in methods of accounting for postretirement
benefits, postemployment benefits and income taxes, dated January 25, 1996, on
our audits of the consolidated financial statements and consolidated financial
statement schedule of the Company and its subsidiaries, which are included or
incorporated by reference in the Company's Annual Report on Form 10-K for the
year ended December 31, 1995.
COOPERS & LYBRAND L.L.P.
New York, New York
April 29, 1996
<PAGE> 1 Exhibit 23-B
Consent of Marilyn J. Wasser is contained in the opinion of counsel filed as
Exhibit 5.
<PAGE> 1 Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, Post-Effective
Amendment No. 1 to Registration Statement No. 33-54797 with respect to up to
25 million common shares to be offered under the AT&T 1996 Employee Stock
Purchase Plan; and
WHEREAS, the undersigned is both a director and an officer of the
Company, as indicated below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorney for
him and in his name, place and stead, and in his capacity as both a director
and an officer of the Company, to execute and file such Post-Effective
Amendment No. 1 to such Registration Statement No. 33-54797 with respect to
the above-described common shares, and thereafter to execute and file any
amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises, as fully, to all intents and purposes, as he
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to
be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 21st day of April, 1996.
R. E. ALLEN
Chairman of the Board
and Director
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, Post-Effective
Amendment No. 1 to Registration Statement No. 33-54797 with respect to up to
25 million common shares to be offered under the AT&T 1996 Employee Stock
Purchase Plan; and
WHEREAS, the undersigned is an officer of the Company, as indicated
below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints M. B.
TART and S. L. PRENDERGAST, and each of them, as attorneys for him and in his
name, place and stead, and in his capacity as an officer of the Company, to
execute and file such Post-Effective Amendment No. 1 to such Registration
Statement No.33-54797 with respect to the above-described common shares, and
thereafter to execute and file any amended registration statement or
statements, with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 21st day of April, 1996.
R. W. Miller
Senior Executive Vice President and
Chief Financial Officer
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, Post-Effective
Amendment No. 1 to Registration Statement No. 33-54797 with respect to up to
25 million common shares to be offered under the AT&T 1996 Employee Stock
Purchase Plan; and
WHEREAS, the undersigned is an officer of the Company, as indicated
below her signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER and S. L. PRENDERGAST, and each of them, as attorneys for her and in
her name, place and stead, and in her capacity as an officer of the Company,
to execute and file such Post-Effective Amendment No. 1 to such Registration
Statement No.33-54797 with respect to the above-described common shares, and
thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
whatsoever requisite and necessary to be done in and about the premises, as
fully, to all intents and purposes, as she might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 23rd day of April, 1996.
M. B. Tart
Vice President and
Controller
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, Post-Effective
Amendment No. 1 to Registration Statement No. 33-54797 with respect to up to
25 million common shares to be offered under the AT&T 1996 Employee Stock
Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her capacity
as a director of the Company, to execute and file such Post-Effective
Amendment No. 1 to such Registration Statement No. 33-54797 with respect to
the above-described common shares, and thereafter to execute and file any
amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises, as fully, to all intents and purposes, as he
or she might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 19th day of April, 1996.
Kenneth T. Derr
Director
<PAGE>
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, Post-Effective
Amendment No. 1 to Registration Statement No. 33-54797 with respect to up to
25 million common shares to be offered under the AT&T 1996 Employee Stock
Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her capacity
as a director of the Company, to execute and file such Post-Effective
Amendment No. 1 to such Registration Statement No. 33-54797 with respect to
the above-described common shares, and thereafter to execute and file any
amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises, as fully, to all intents and purposes, as he
or she might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 22nd day of April, 1996.
Walter Y. Elisha
Director
<PAGE>
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, Post-Effective
Amendment No. 1 to Registration Statement No. 33-54797 with respect to up to
25 million common shares to be offered under the AT&T 1996 Employee Stock
Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her capacity
as a director of the Company, to execute and file such Post-Effective
Amendment No. 1 to such Registration Statement No. 33-54797 with respect to
the above-described common shares, and thereafter to execute and file any
amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises, as fully, to all intents and purposes, as he
or she might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 19th day of April, 1996.
Belton K. Johnson
Director
<PAGE>
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, Post-Effective
Amendment No. 1 to Registration Statement No. 33-54797 with respect to up to
25 million common shares to be offered under the AT&T 1996 Employee Stock
Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her capacity
as a director of the Company, to execute and file such Post-Effective
Amendment No. 1 to such Registration Statement No. 33-54797 with respect to
the above-described common shares, and thereafter to execute and file any
amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises, as fully, to all intents and purposes, as he
or she might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 19th day of April, 1996.
Ralph S. Larsen
Director
<PAGE>
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, Post-Effective
Amendment No. 1 to Registration Statement No. 33-54797 with respect to up to
25 million common shares to be offered under the AT&T 1996 Employee Stock
Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her capacity
as a director of the Company, to execute and file such Post-Effective
Amendment No. 1 to such Registration Statement No. 33-54797 with respect to
the above-described common shares, and thereafter to execute and file any
amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises, as fully, to all intents and purposes, as he
or she might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 22nd day of April, 1996.
Alex J. Mandl
Director
<PAGE>
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, Post-Effective
Amendment No. 1 to Registration Statement No. 33-54797 with respect to up to
25 million common shares to be offered under the AT&T 1996 Employee Stock
Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her capacity
as a director of the Company, to execute and file such Post-Effective
Amendment No. 1 to such Registration Statement No. 33-54797 with respect to
the above-described common shares, and thereafter to execute and file any
amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises, as fully, to all intents and purposes, as he
or she might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 24th day of April, 1996.
Michael I. Sovern
Director
<PAGE>
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, Post-Effective
Amendment No. 1 to Registration Statement No. 33-54797 with respect to up to
25 million common shares to be offered under the AT&T 1996 Employee Stock
Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her capacity
as a director of the Company, to execute and file such Post-Effective
Amendment No. 1 to such Registration Statement No. 33-54797 with respect to
the above-described common shares, and thereafter to execute and file any
amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises, as fully, to all intents and purposes, as he
or she might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 22nd day of April, 1996.
Joseph D. Williams
Director
<PAGE>
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, Post-Effective
Amendment No. 1 to Registration Statement No. 33-54797 with respect to up to
25 million common shares to be offered under the AT&T 1996 Employee Stock
Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her capacity
as a director of the Company, to execute and file such Post-Effective
Amendment No. 1 to such Registration Statement No. 33-54797 with respect to
the above-described common shares, and thereafter to execute and file any
amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises, as fully, to all intents and purposes, as he
or she might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 22nd day of April, 1996.
Thomas H. Wyman
Director
<PAGE>
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, Post-Effective
Amendment No. 1 to Registration Statement No. 33-54797 with respect to up to
25 million common shares to be offered under the AT&T 1996 Employee Stock
Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her capacity
as a director of the Company, to execute and file such Post-Effective
Amendment No. 1 to such Registration Statement No. 33-54797 with respect to
the above-described common shares, and thereafter to execute and file any
amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises, as fully, to all intents and purposes, as he
or she might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 23rd day of April, 1996.
M. Kathryn Eickhoff
Director
<PAGE>
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, AT&T CORP., a New York corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, Post-Effective
Amendment No. 1 to Registration Statement No. 33-54797 with respect to up to
25 million common shares to be offered under the AT&T 1996 Employee Stock
Purchase Plan; and
WHEREAS, the undersigned is a director of the Company:
NOW, THEREFORE, the undersigned hereby constitutes and appoints R. W.
MILLER, M. B. TART and S. L. PRENDERGAST, and each of them, as attorneys for
him or her and in his or her name, place and stead, and in his or her capacity
as a director of the Company, to execute and file such Post-Effective
Amendment No. 1 to such Registration Statement No. 33-54797 with respect to
the above-described common shares, and thereafter to execute and file any
amended registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby giving and granting
to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in and about the premises, as fully, to all intents and purposes, as he
or she might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 29th day of April, 1996.
Donald F. McHenry
Director
<PAGE>
