8-K

UNITED STATES
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 (Date of earliest event reported): December 16, 2005

AT&T CORP.

(Exact Name of Registrant as Specified in Charter)

New York	1-1105	13-4924710
(State or	(Commission File Number)	(IRS Employer Identification No.)
Other Jurisdiction
of Incorporation)

One AT&T Way, Bedminster, New Jersey	07921
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (908) 221-2000

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CF 240.13e-4(c))

TABLE OF CONTENTS

	Item 8.01. Other Events.
	Item 9.01 Financial Statements and Exhibits.
Signature
EX-99.1: GUARANTEE BY AT&T INC. OF CERTAIN OBLIGATIONS OF AT&T CORP

Item 8.01. Other Events.

On December 16, 2005, AT&T Inc., a Delaware corporation and the parent company of AT&T Corp., a New York corporation (the “Company”), announced that it would unconditionally and irrevocably guarantee the payment of interest and principal for the following three issuances of notes of the Company:

(1) $1,500,000,000 due November 15, 2006, with a current coupon rate of 8.25% and an original coupon rate of 6.50%. The coupon rate on this issue is adjustable on May 15 and November 15 of each year until maturity based on the long-term debt ratings of the Company by Moody’s Investors Services, Inc. (“Moody’s”) and Standard and Poor’s (“S&P”) as of each such date. The current principal amount outstanding on this issue is $250,000,000. Based on the current coupon rate for this issue, the maximum potential amount of future interest payments would be approximately $20,625,000;

(2) $2,750,000,000 due November 15, 2011, with a current coupon rate of 9.05% and an original coupon rate of 7.30%. The coupon rate on this issue is adjustable on May 15 and November 15 of each year until maturity based on the long-term debt ratings of the Company by Moody’s and S&P as of each such date. The principal amount outstanding on this issue is $1,500,000,000. Based on the current coupon rate for this issue, the maximum potential amount of future interest payments would be approximately $814,500,000; and

(3) $2,750,000,000 due November 15, 2031, with a current coupon rate of 9.75% and an original coupon rate of 8.00%. The coupon rate on this issue is adjustable on May 15 and November 15 of each year until maturity based on the long-term debt ratings of the Company by Moody’s and S&P as of each such date. Based on the current coupon rate for this issue, the maximum potential amount of future interest payments would be approximately $6,971,250,000.

AT&T Inc. has stated that it has no current plans to: (1) guarantee other long-term debt issuances of the Company; (2) amend the terms of its existing guarantees with respect to long-term debt of its other subsidiaries; or (3) provide separate-company financial statements concerning its subsidiaries that are not required under the rules and regulations promulgated by the Securities and Exchange Commission or otherwise required by applicable state or federal regulatory agencies and laws.

The foregoing summary of the Guarantee does not purport to be complete and is subject to and qualified in its entirety by reference to the text of such Guarantee. A copy of the Guarantee is included as Exhibit 99.1 to this Current Report and is incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Description
99.1	Guarantee by AT&T Inc. of certain obligations of AT&T Corp.

Signature

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 hereunto duly authorized.

	AT&T Corp.
Date: December 19, 2005	By:	/s/Robert S. Feit
		Robert S. Feit
		Vice President - Law and co-Secretary

EX-99.1

Exhibit 99.1

GUARANTEE UNDERTAKING
OF
THE ASSISTANT TREASURER
OF
AT&T INC.

     I, Charles P. Allen, the Assistant Treasurer of AT&T Inc. (the “Corporation”), pursuant to the authority granted to me in the Schedule of Authorizations of the Corporation, dated as of July 25, 2003, hereby undertake on behalf of the Corporation for the benefit of the respective holders of each Subject Debt Security (as defined below), as follows:

(1) The Corporation hereby unconditionally and irrevocably guarantees the punctual and full payment of all amounts payable by AT&T Corp. under each outstanding Subject Debt Security as and when the same shall become due and payable (whether at stated maturity, by declaration of acceleration, call for redemption, repayment at the option of the holder or otherwise, in accordance with the terms of each Subject Debt Security and of each indenture under which such security was issued) (the “Guarantee”).

(2) The Guarantee with respect to each outstanding Subject Debt Security will continuously remain in effect until the entire principal of and interest, if any, on such Subject Debt Security shall have been paid in full.

(3) The Guarantee will constitute the direct, absolute and unconditional, unsubordinated and unsecured obligation of the Corporation ranking pari passu with all of its unsecured and unsubordinated obligations.

(4) The holders of each Subject Debt Security are entitled to enforce their rights under the indenture relating to such security directly against the Corporation, without first instituting a proceeding against the issuer of such security or any other person or entity, upon any event of default in payment of principal, or interest, if any, on such security (whether at stated maturity, by declaration of acceleration, call for redemption, repayment at the option of the holder or otherwise).

(5) This Guarantee undertaking is enforceable to the fullest extent permitted by law.

(6) For the purposes of this Guarantee undertaking, the term “Subject Debt Security” shall mean the following:

     AT&T Corp.’s 8.25% (original coupon 6.50%) Notes due 11/15/06 ;

     AT&T Corp.’s 9.05% (original coupon 7.30%) Notes due 11/15/11 ; and

     AT&T Corp.’s 9.75% (original coupon 8.00%) Notes due 11/15/31.

(7) The Guarantee is effective on the date hereof.

     IN WITNESS WHEREOF, I have executed this Guarantee undertaking.

Dated: December 16, 2005

/s/ Charles P. Allen
Name:	Charles P. Allen
Title:	Assistant Treasurer