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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 14, 1994



                                   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                                                    AT&T Corp.
September 14, 1994

Item 5. Other Events

          The following litigation development relates to the proposed
merger (the "Merger") between AT&T Corp. ("AT&T") and McCaw Cellular
Communications, Inc. ("McCaw"): 

          On September 14, 1994, the U.S. District Court for the Eastern
District of New York entered a Stipulation and Order in an action brought
by Bell Atlantic Corporation, Bell Atlantic Mobile Systems, Inc., NYNEX
Corporation and NYNEX Mobile Communications Co. (collectively, the
"Plaintiffs") against AT&T and McCaw on August 8, 1994.  In the action,
which was described in AT&T's Form 10-Q for the quarterly period ended June
30, 1994, and subsequent Form 8-K, date of report August 25, 1994, the
Plaintiffs sought: a preliminary injunction preventing and restraining the
Merger until the Court had ruled on the merits of the case; a judgment that
the Merger violates Section 7 of the Clayton Act; and a permanent
injunction enjoining the Merger and any acquisition by AT&T of any direct
or indirect interest in McCaw.  

          In the Stipulation and Order, the Plaintiffs withdrew their
request for preliminary injunctive relief to enjoin the Merger and the
Court vacated the requirement in its Order dated August 26, 1994, that AT&T
provide three days' notice of the closing of the Merger.  The Plaintiffs
are prohibited from taking any other action seeking to prevent, delay or
otherwise interfere with the closing of the Merger (but can continue to
participate in the Federal Communications Commission ("FCC") and the Tunney
Act proceedings and any reviews thereof or appeals therefrom).  A trial on
the merits of the Plaintiffs' request for permanent injunctive relief is
set to commence on November 1, 1994.  Additionally, nothing in the
Stipulation and Order constitutes an admission and nothing in the
Stipulation and Order shall be admissible or used in any form in any other
proceeding.  

          The Court further ordered that upon closing of the Merger and
until December 31, 1994:

          1.  McCaw shall not increase its long-distance prices to cellular
     customers, and AT&T shall not initiate tariff filings that increase
     long-distance prices to the Plaintiffs' cellular customers other than
     through tariffs that do not distinguish between cellular-originated
     and landline-originated calls.

          2.   In the event the Plaintiffs believe AT&T or McCaw have 
     improperly increased the prices charged to the Plaintiffs for cellular
     network equipment or software, the Plaintiffs may apply to the Court
     for relief.

          3.   AT&T shall not furnish to McCaw, or use in marketing McCaw's
     services, lists of, or usage information concerning, cellular
     customers of the Plaintiffs who have presubscribed to AT&T's long-
     distance service for their cellular service.

          4.   AT&T may elect the board of directors of McCaw and exercise
     management and direction as required (a) under applicable FCC and
     state regulatory rules and regulations, (b) to permit the Merger to
     qualify as a tax-free merger, (c) for pooling of interests accounting
     treatment, (d) to allow McCaw to undertake acquisitions or PCS
     (personal communications services) bids or to finance or fund McCaw's
     operations, and (e) to comply with the Section I(D) order under the 
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Form 8-K                                                    AT&T Corp.
September 14, 1994

     Modified Final Judgment, and AT&T's stipulation with the United States
     in UNITED STATES v. AT&T CORP., No. 94-01555 (HHG), both in the U.S.
     District Court for the District of Columbia.  AT&T will not otherwise
     take any action to alter the current practices of McCaw's cellular
     systems.  No physical assets or intellectual property shall be
     transferred between AT&T and McCaw outside the ordinary course of
     business absent prior notice to the Plaintiffs.

          5.   AT&T will not take any action that will reduce its
     allocation of resources or personnel or level of support with respect
     to the development or availability of cellular network equipment or
     associated software purchased by or developed for the Plaintiffs or
     the provision of installation, delivery, maintenance and repair
     services for such equipment or software, where such action adversely
     affects the Plaintiffs' business.

          6.   No new compensation programs shall be introduced which 
     reward AT&T officers, directors or employees for McCaw's performance.

          7.  AT&T will not transfer employees to or from McCaw without 
     providing notice to the Plaintiffs.

          8.   AT&T shall engage in no new proprietary development of 
     cellular network equipment, including software, or cellular long-
     distance services for McCaw.

          9.   McCaw shall not pay any dividends to AT&T without Court 
     approval.































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Form 8-K                                                    AT&T Corp.
September 14, 1994



                                  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




September 15, 1994