S-8

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_________________

AT&T CORP.

A New York Corporation

I.R.S. Employer No. 13-4924710

One AT&T Way, Bedminster, New Jersey 07921

Telephone — (908) 221-2000

AT&T LONG TERM SAVINGS AND SECURITY PLAN

_________________

ROBERT S. FEIT, ESQ.

VICE PRESIDENT — LAW AND SECRETARY

AT&T CORP.

ONE AT&T WAY

BEDMINSTER, NJ 07921

_________________

CALCULATION OF REGISTRATION FEE

	+		+	Proposed	+	Proposed	+
	+		+	maximum	+	maximum	+
Title of	+	Amount	+	offering	+	aggregate	+	Amount of
securities to	+	to be	+	price	+	offering	+	registration
be registered	+	registered	+	per share*	+	price*	+	fee

	+		+		+		+
	+		+		+		+
AT&T Common	+		+		+		+
Stock, par	+	3,000,000	+	$16.52	+	$49,560,000	+	$6,279.25
value $1.00	+	shares	+		+		+
per share	+		+		+		+

*Estimated solely for the purpose of calculating the registration fee and, pursuant to Rule 457(c) of the Securities Act of 1933, as amended (the “Securities Act”), based upon the average of the high and low sale prices of AT&T Common Stock, par value $1.00 per share, on the New York Stock Exchange on May 25, 2004.

        Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover an indeterminable number of additional shares that may become issuable pursuant to the anti-dilution provisions of the AT&T Long Term Savings and Security Plan (the “Plan”). In addition, pursuant to Rule 416(c) of the Securities Act, this registration statement shall be deemed to register an indeterminate amount of interests to be offered or sold pursuant to the Plans.

STATEMENT WITH RESPECT TO REGISTRATION OF ADDITIONAL SECURITIES

        AT&T Corp. (“AT&T”) has heretofore filed on March 3, 1998, a registration statement on Form S-8, File No. 333-47257 (the “Earlier Registration Statement”) which registered 4,600,000 shares (1,380,000 as adjusted for the splits referenced below) of AT&T Common Stock (the “Common Stock”) to be offered under the Plan. In April 1999, there was a three-for-two split of the Common Stock and in November 2003 there was a one-for-five reverse split of the Common Stock. Pursuant to General Instruction E to Form S-8, AT&T hereby incorporates by reference the contents of the Earlier Registration Statement.

ADDITIONAL INFORMATION

PART II, Item 5. Interests of Named Experts and Counsel.

        As of May 26, 2004 Robert S. Feit, Vice President – Law and Corporate Secretary of AT&T, owned 13,402 shares of AT&T common stock (including restricted shares) and had options to purchase additional shares of AT&T common stock.

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in Bedminster, New Jersey, on the 26th day of May, 2004.

AT&T Corp.


By: /s/ Robert S. Feit
——————————————
Robert S. Feit
Vice President - Law and Secretary

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

SIGNATURE	CAPACITY
PRINCIPAL EXECUTIVE OFFICER:
David W. Dorman*	Chairman and Chief Executive Officer
PRINCIPAL FINANCIAL OFFICER:
Thomas W. Horton*	Senior Executive Vice President and Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
Christopher R. Reidy*	Vice President and Controller

DIRECTORS

William F. Aldinger*

Kenneth T. Derr*

David W. Dorman*

M. Kathryn Eickhoff*

Herbert L. Henkel*

Frank C. Herringer*

Shirley Ann Jackson*

Jon C. Madonna*

Donald F. McHenry*

Tony L. White*

By: /s/ Robert S. Feit
——————————————
Robert S. Feit
(Attorney-In-Fact)

May 26, 2004

Pursuant to the requirements of the Securities Act of 1933, the persons who administer the Plans have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the State of New Jersey on the 26th day of May 2004.

AT&T LONG TERM SAVINGS AND SECURITY PLAN


By: /s/ Daniel Feldman
——————————————
Daniel Feldman
Administrator

EXHIBIT INDEX

EXHIBIT NUMBER/DESCRIPTION

5             Opinion of Robert S. Feit, Vice President Law and Secretary of the registrant as to the legality of the securities to be issued.

23.1        Consent of PricewaterhouseCoopers LLP.

23.2        Consent of KPMG LLP.

23.3        Consent of PricewaterhouseCoopers LLP.

23.4        Consent of KPMG LLP.

23.5        Consent of Robert S. Feit is contained in the opinion of counsel filed as Exhibit 5.

24           Power of Attorney executed by officers and directors who signed this registration statement.

EX-5

Exhibit 5

May 26, 2004


AT&T Corp.
One AT&T Way
Bedminster, New Jersey 07921

Dear Sirs:

        With reference to the registration statement on Form S-8 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, registering 3,000,000 shares of AT&T Common Stock (par value $1 per share) (the “Shares”) which may be offered and sold by the Company under the AT&T Long Term Savings and Security 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.

        I hereby consent to the filing of this opinion with the SEC in connection with the registration statement referred to above.

Very truly yours


/s/ Robert S. Feit
——————————————
Robert S. Feit

EX-23

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (“AT&T Long Term Savings and Security Plan”) of our reports dated March 5, 2004 relating to the financial statements and financial statement schedule of AT&T Corp. (“AT&T”), which appears in AT&T’s Annual Report on Form 10-K for the year ended December 31, 2003.

/s/ PricewaterhouseCoopers LLP

Florham Park, New Jersey
May 24, 2004

EX-23

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
AT&T Canada Inc.

We consent to the incorporation by reference in the registration statement on Form S-8, relating to the AT&T Long Term Savings and Security Plan, of our report to the Board of Directors dated January 31, 2003, except as to notes 1, 8 and 25, which are as of February 25, 2003, relating to the consolidated balance sheet of AT&T Canada Inc. (“the Company”) as of December 31, 2001, and the related consolidated statements of operations and deficit and cash flows for the year then ended, which appears as an exhibit to the AT&T Corp. 2003 Annual Report on Form 10-K.

Our report contains Comments by the Auditors for U.S. Readers on Canada — U.S. Reporting Differences which states that in the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Company’s ability to continue as a going concern such as those described in note 1 to the consolidated financial statements. Our report to the Board of Directors is expressed in accordance with Canadian reporting standards, which do not permit a reference to such conditions and events in the auditors’ report when these are adequately disclosed in the financial statements.

In addition, in the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when there is a change in accounting principles that has a material effect on the comparability of the Company’s financial statements, such as the change described in note 2(e) to the consolidated financial statements. Our report to the Board of Directors is expressed in accordance with Canadian reporting standards, which do not require a reference to such a change in accounting principles in the auditors’ report when the change is properly accounted for and adequately disclosed in the financial statements.

KPMG LLP

Toronto, Canada
May 25, 2004

EX-23

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (“AT&T Long Term Savings and Security Plan”) of our report dated May 1, 2002 relating to the financial statements of Concert B.V. and its subsidiaries (“Concert”) for the year ended December 31, 2001, which appears in AT&T Corp.‘s Annual Report on Form 10-K for the year ended December 31, 2003.

/s/ PricewaterhouseCoopers LLP

McLean, Virginia
May 24, 2004

EX-23

Exhibit 23.4

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Liberty Media Corporation:

We consent to the use of our report incorporated by reference in the registration statement on Form S-8, relating to the AT&T Long Term Savings and Security Plan, of our report dated March 8, 2002, with respect to the consolidated balance sheets of Liberty Media Corporation and subsidiaries (“New Liberty” or “Successor”) as of December 31, 2001 and 2000, and the related consolidated statements of operations, comprehensive earnings, stockholders’ equity, and cash flows for the years ended December 31, 2001 and 2000 and the period from March 1, 1999 to December 31, 1999 (Successor periods) and from January 1, 1999 to February 28, 1999 (Predecessor period), which report appears as an exhibit to the AT&T Corp. 2003 Annual Report on Form 10-K.

KPMG LLP

Denver, Colorado
May 25, 2004

EX-24

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, a registration statement or statements on Form S-8 with respect to 3 million (3,000,000) shares of AT&T Common Stock to be offered under the AT&T Long Term Savings and Security Plan; and

        NOW, THEREFORE, the undersigned officers and directors of the Company do hereby constitute and appoint R. S. FEIT and E. M. DWYER, and each of them, as attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute and file any such registration statements and amendments to existing registration statements 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, both post-effective and pre-effective, 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 the undersigned 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. This Power of Attorney may be signed in several counterparts.

        IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the 19th day of May, 2004.

Signature	Title
/s/ David W. Dorman	Chairman and Chief Executive
David W. Dorman	Officer (Principal Executive Officer)
/s/ Thomas W. Horton	Senior Executive Officer and Chief Financial
Thomas W. Horton	Officer (Principal Financial Officer)
/s/ Chtistopher R. Reidy	Vice President and Controller
Christopher R. Reidy
/s/ William F. Aldinger	Director
William F. Aldinger
/s/ Kenneth T. Derr	Director
Kenneth T. Derr
/s/ M. Kathryn Eickhoff	Director
M. Kathryn Eickhoff
/s/ Herbert L. Henkel	Director
Herbert L. Henkel
/s/ Frank C. Herringer	Director
Frank C. Herringer
/s/ Shirley Ann Jackson	Director
Shirley Ann Jackson
/s/ Jon C. Madonna	Director
Jon C. Madonna
/s/ Donald F. McHenry	Director
Donald F. McHenry
/s/ Tony L. White	Director
Tony L. White