8-K

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              SECURITIES AND EXCHANGE COMMISSION
                                
                    Washington, DC  20549
                                
  
                           Form 8-K
                                
  
                        CURRENT REPORT
                                
  
  
               Pursuant to Section 13 or 15(d)
            of the Securities Exchange Act of 1934
                                
  
              Date of Report: September 24, 1996
                                
  
  
                          AT&T CORP.
                                
  
  A New York              Commission File       I.R.S.Employer
  Corporation               No. 1-1105          No. 13-4924710
  
  
  
  
   32 Avenue of the Americas, New York, New York 10013-2412
                                
  
               Telephone Number (212) 387-5400
                                
                                                                      
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Form 8-K
September 24, 1996
  
  Item 2.  Acquisition or Disposition of Assets.
  
  
     As previously reported, on September 20, 1995, AT&T
  Corp. ("AT&T") announced its intention, subject to certain
  conditions, to separate into three independent, publicly
  held companies:  the continuing AT&T, engaged in
  communications services and the credit card business; Lucent
  Technologies Inc. ("Lucent"), engaged in communications
  systems and technologies; and NCR Corporation ("NCR"),
  engaged in information technology products and systems.  In
  addition, AT&T announced its intention to seek the sale of
  its approximately 86% interest in AT&T Capital Corp. ("AT&T
  Capital") through a public or private sale.
  
     On September 30, 1996, AT&T distributed to its
  shareowners 524,624,894 shares of Lucent, representing
  approximately 82.4% of the shares of Lucent and all of the
  shares of Lucent owned by AT&T.  In April 1996, Lucent had
  previously conducted an initial public offering and sold
  shares representing approximately 17.6% of its outstanding
  shares.  As a result of the distribution, AT&T and Lucent
  are no longer affiliated entities.
  
     Furthermore, on October 1, 1996, AT&T sold its entire
  interest in AT&T Capital as part of the acquisition of AT&T
  Capital by a leasing consortium comprised of certain members
  of AT&T Capital's senior management and companies controlled
  by Nomura International plc.  AT&T received approximately
  $1.8 billion for its interest in AT&T Capital.  As a result
  of the sale, AT&T and AT&T Capital are no longer affiliated
  entities.
  
     Finally, on September 26, 1996, NCR, a wholly owned
  subsidiary of AT&T, filed a registration statement on Form
  10 under the Securities Exchange Act of 1934 with respect to
  the planned distribution of all of the NCR common stock to
  AT&T shareowners.  The distribution, which remains subject
  to a number of conditions, is expected to occur on December
  31, 1996.  
  
  
  
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Form 8-K
September 24, 1996
  
     As a result of the restructuring, the operating and
  financial characteristics of AT&T post-restructuring will be
  those of AT&T's continuing operations: communications
  services and the credit card business.  The market trading
  characteristics of AT&T common stock are likely to be
  affected by the restructuring due to a variety of factors,
  including, among other things, the increased focus on one
  aspect of the communications industry (communications
  services); the separation of the value of Lucent and, to a
  lesser extent, NCR, from the historical value of the
  combined AT&T common stock; and the share ownership
  decisions of former employees of AT&T now employed by Lucent
  or NCR as those companies encourage their employees to
  acquire Lucent or NCR common stock, respectively, and a
  public trading market is established for such stock.
  
  
  
  Item 5.  Other Events.
  
  
  See Exhibit 99 to this Form 8-K.
  
  
  
  Item 7. Financial Statements and Exhibits.
  
  
     (C)  Exhibits.
  
          Exhibit 99   AT&T Corp. Press Release issued 
                       September 24, 1996.
  
  
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Form 8-K                                          AT&T Corp.
September 24, 1996
  
  
  
  
                          SIGNATURES
                                
  
  
     Pursuant to the requirements of the Securities Exchange
  Act of 1934, the registrant has duly caused this report to
  be signed on its behalf by the undersigned thereunto duly
  authorized.
  
  
  
  
                                   AT&T CORP.
  
  
  
  
                                By:  S. L. Prendergast
                                     Vice President and        
                                     Treasurer
  
  
  
  
  
  October 9, 1996
  
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                        EXHIBIT INDEX
                                
  
  
  Exhibit
  Number
  -------
  
    99       AT&T Corp. Press Release issued September         
             24,1996.
  
  

EX-99

 1                                            Exhibit 99


AT&T CHAIRMAN ALLEN REPORTS ON RESTRUCTURING,
INVESTMENT COMMITMENTS AND EARNINGS IMPACT

FOR RELEASE TUESDAY, SEPTEMBER 24, 1996
     NEW YORK - In a letter to shareowners, AT&T Chairman
Robert E. Allen today reported on the status of the company's
strategic restructuring and on AT&T's achievements in the
year since the breakup of the company was announced.
     Allen also described a program of decisive marketing
initiatives -- including AT&T One Rate(sm), introduced today --
that are intended to profitably accelerate volume and revenue
growth in the company's core long-distance business.
     In addition, to complement long distance and capture
opportunities in the fast-changing telecommunications
industry, Allen reiterated AT&T's commitment to invest in
local, on-line and wireless capabilities as well as the
infrastructure necessary to enable the company to offer
customers comprehensive bundles of communications and
information services.
     Allen said that those investments, coupled with
continuing competitive pressures on AT&T's long-distance
business and its efforts to address them in the near term,
will affect the company's third-quarter financial results.
     "Specifically, although we do not yet know September
results," he said, "it appears that third-quarter earnings
will be as much as 10 percent below the mean estimate (92
cents per share for continuing operations) of key analysts
who follow the company.*
     "Further, we currently believe that competitive
pressures will continue for the remainder of the year, and we
are intensifying our marketing efforts.  Thus, fourth-quarter
earnings will also likely fall short of key analysts' mean
estimate (of 89 cents per share for continuing operations) by
roughly comparable amounts," Allen said.*
     The full text of Allen's letter to shareowners follows:

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                A Letter to AT&T Shareowners

     It was just about a year ago that we announced a
strategy for unlocking the value of your investment in AT&T
by restructuring the company into three highly focused
businesses:  AT&T, Lucent, and NCR.

     I'm pleased to report that our restructuring is on
schedule. The market reacted very favorably to the initial
public offering of Lucent Technologies in April, its stock
has received strong support ever since, and we will be
distributing the remaining shares to AT&T's owners on
September 30. The turnaround at NCR is well under way, and it
recently reported its first quarterly operating profit since
1994.  By the end of the month, we will file registration
documents with the Securities and Exchange Commission
preliminary to distributing NCR stock to AT&T shareowners by
the end of the year.  Finally, we expect to complete the sale
of Capital Corporation to a group of its managers and outside
investors in October, possibly as early as next week.

The New AT&T

     For its part, the new AT&T is positioning itself to
seize opportunities in an industry that is being
fundamentally transformed by changes in technology and
regulation.  Capitalizing on those opportunities will require
a period of investment, as I'll describe later in this
letter, but I believe the steps we've already taken this year
are impressive.

     Less than 30 days after Congress passed the
Telecommunications Act of 1996, we filed to provide local
service in all 50 states.  We're now negotiating with the
local exchange carriers in most of those states on the terms
for interconnecting with their networks, and we plan to begin
offering local service in targeted states before the end of
the year.
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     Our wireless services business -- already the country's
largest -- has a third more subscribers than last year.  And
when the FCC auctioned wireless spectrum, we acquired new
licenses that will more than double our national coverage,
reaching over 80 percent of the U.S. population.

     We went from virtually nowhere in on-line services to
one of the largest providers of Internet access in just six
months.  We're already hosting electronic storefronts on the
Internet for nearly 500 businesses.  And earlier this year,
we took a minority equity position in the leading provider of
Direct Broadcast Satellite service, DirecTV.  Within nine
weeks, we were offering AT&T customers the best in access to
home entertainment and information.

Growing Our Core Business

     In our core long distance services, business volumes
have been growing at double digit rates.  We have signed a
number of large multi-year contracts, including some that
were particularly satisfying because they were win-backs of
major corporate accounts.  And just last week, we announced a
new offer that will give business customers one-stop customer
care and consolidated billing for all their AT&T services.

     On the consumer side of long distance, we continue to
see the same challenging conditions I discussed last quarter.
While we have succeeded in stabilizing volumes and revenues
at last quarter's levels, the number of customers moving
between carriers is still disturbing.

     Our research indicates that this customer volatility is
due largely to price misperceptions that are frequently
promoted by some competitors.  To address this, we have
developed a strategy intended to profitably accelerate volume
and revenue growth in our consumer business.

The AT&T One Rate

     We launched a major element of that strategy just today
- -- "AT&T One Rate" responds to consumers' desire for
simplicity.  It is the first step in a marketing program to

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correct confusion about competitive claims and price
misperception.  Customers who subscribe to AT&T One Rate will
be able to make direct-dialed, long distance calls anywhere
in the United States for just 15 cents a minute 24 hours a
day, seven days a week with no restrictions and no enrollment
fee.

     Now, instead of wasting time comparing competing price
claims, our customers can concentrate on how to make
communications work best for them. We believe that lays the
foundation for the integrated "bundles" of services that we
will be offering in the weeks and months ahead.

     That's why we are determined to continue investing in
the local, on-line and wireless services that, along with
long distance, will make up the major elements of AT&T's
bundled offers -- even in the face of intense competition
that continues to pressure our revenue and earnings.  Indeed,
we are also investing heavily in the systems and software
necessary to integrate those services in a way that makes
them most useful to customers.

     We believe that the net effect of these moves will be to
clearly differentiate AT&T from its competitors, fully
capitalizing on the strength of the AT&T brand.  The Yankee
Group, for example, recently reported that AT&T was by far
the preferred provider of combined local and long distance
service.

Building Long-term Shareowner Value

     We are confident these actions, and the continuing
strength of our business long distance and wireless services,
will build long-term shareowner value.

     In the near term, however, competitive pressures and our
efforts to address them while continuing to invest in your
business, will be reflected in our financial results.

     Specifically, although we do not yet know September
results, it appears that third quarter earnings will be as
much as 10 percent below the mean estimate (92 cents per
share for continuing operations) of the key analysts who
follow the company.

 
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    Further, we currently believe that competitive pressures
will continue for the remainder of the year, and we are
intensifying our marketing efforts.  Thus, fourth quarter
earnings will also likely fall short of key analysts' mean
estimates (89 cents per share for continuing operations) by
roughly comparable amounts.

     I have taken the somewhat unusual step of previewing our
performance prior to the close of the quarter because it has
become clear that our financial results, in this critical
period of industry transition, will be less than some in the
investment community expect.   I wanted you to understand
why.

     At the same time, let me underscore that I have never
seen a time of greater opportunity for AT&T.   The
communications services industry is undergoing fundamental
change, much of which we helped shape.  We intend to make the
investments necessary to continue leading that change to the
ultimate benefit of our customers, our employees and our
owners.


                                   Robert E. Allen
                                   Chairman and CEO


*Please Note:  This outlook on the balance of 1996 is based
on our best current information.  There can be no assurance,
however, that actual results will not differ from this
outlook.  Variance could result from even further
intensification of competition in our consumer business or
from any of the numerous other factors that affect AT&T and
the industry, as described in our SEC reporting.
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