8-K

 1  




               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: October 23, 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

 2
Form 8-K                                               AT&T Corp.
October 23, 1996


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 October 23,  
                  1996.

 3
Form 8-K                                               AT&T Corp.
October 23, 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 25, 1996


 4




                           EXHIBIT INDEX
                                 



Exhibit 
Number
_______

   99           AT&T Corp. Press Release issued October 23,         
                1996.  

EX-99

    
 1                                                 Exhibit 99
    
    
    
    
    
    AT&T BOARD ELECTS JOHN R. WALTER AS PRESIDENT, 
    COO AND A MEMBER OF THE BOARD OF DIRECTORS 
    
    FOR RELEASE WEDNESDAY, OCTOBER 23, 1996
        NEW YORK -- AT&T Chairman Robert E. Allen and the AT&T Board of
    Directors today announced the election of John R. Walter as president, chief
    operating officer and a member of the company's board, effective November 1.
    Walter, 49, was previously chairman and CEO of R. R. Donnelley and Sons 
    Company.

    "I'm confident John Walter brings leadership qualities that will
    make the new AT&T successful, not only in the hotly contested long
    distance market, but across the whole range of rapidly growing 
    communications services," said Allen, 61.  "He's had the experience of
    being accountable to shareowners, employees, customers and the public.  
    And he's transformed a large, old-line company challenged by new 
    technologies and changing markets into a tough global competitor.  
    Meeting those challenges is what leading the ' new' AT&T is all about."

    The AT&T Board elected Walter unanimously at a special meeting yesterday
    evening.  The company said the board considered a number of outstanding 
    candidates but quickly focused on John Walter because his track record 
    fit so well with the challenges at AT&T.
                              - more -
 2
                               - 2 -
    "John and I will partner closely with the senior team," Allen said.  "The
    board and I have every expectation that John will become chairman and CEO
    of AT&T.  We intend to split the CEO and chairman roles in January 1998,
    and I would expect John to succeed me as chairman at the AT&T Annual 
    Meeting later that year.  In the meantime, we're going to dive into the 
    work ahead of us."

    "AT&T is one of the world's great companies," Walter said, "and I'm truly
    excited to be joining it at a time when the opportunities in 
    communications services are nearly limitless.  AT&T has the best people
    in the industry, a great brand, tremendous resources, and, I believe, 
    unlimited potential."
 
    Walter became chairman of R. R. Donnelley in 1989 after holding positions
    as CEO, president, executive vice president of operations, and heading up 
    various operating units.  During the 10 years of his operational 
    leadership, Donnelley steadily increased revenue, earnings and cash flow
    in an industry experiencing little growth.  It also transformed itself.

    "Today, Donnelley is a global leader in managing and distributing 
    information in whatever form best serves its customers -- from magazines
    to software disks and on-line services," Walter said.  "It is no longer 
    simply a printing company; it is a customer-focused marketing services 
    company that fully exploits the capabilities of the digital technologies
    that once threatened it.

    "This transformation," Walter added, "was achieved through strategic
    investments, as well as heightened employee involvement, accelerated 
    decision-making and a performance-based culture."
     
    "As for the new AT&T,"  Allen said, "we intend to do more than ride the
    wave of change transforming this industry.  We will lead it and profit 
    from it.  We will vigorously defend and enhance our position in long 
    distance, while investing in growth areas, such as the local service market
    opened up by the 1996 Telecommunications Act, the booming wireless 
    communications market, and on-line services.
                                  
                               - more -


 3
                                
                                
                                
                             - 3 -
    "In both our traditional services and in the new markets opened by 
    regulatory or technological change, customers want the quality, value, 
    reliability and service the AT&T name represents.  We're going to compete,
    and compete hard, for customer loyalty and to be the first choice for 
    both business and personal communications," Allen said.
    
    The following divisions will report to Walter:  Consumer and Small
    Business; Business Markets; Strategy and Service Innovation; Operations 
    and Service Management; Local Service; AT&T Wireless Services; AT&T 
    Universal Card  Services, AT&T Solutions,  and AT&T's global operations.  
   
    In addition to Walter, Richard W. Miller, senior executive vice president
    and chief financial officer, and John Zeglis, senior executive vice 
    president -- policy development and general counsel, will continue to 
    report to Allen.
      
    The election of Walter brings AT&T's Board of Directors to 11 members.  
    The board was split in March, at the time of Lucent Technologies' Initial
    Public Offering. 
   
    Walter joined R. R. Donnelley in 1969 as a trainee in the sales 
    department after graduating from Miami University of Ohio.  He serves as
    a member of the Board of Directors of Abbott Laboratories, Dayton Hudson
    Corporation, and Deere & Company.
   
                                #   #   #