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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:  January 27, 1994









                   AMERICAN TELEPHONE AND TELEGRAPH COMPANY 



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 1001 3-2412

              Telephone Number (212) 387-5400



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Form 8-K                           American Telephone and Telegraph Company
January 27, 1994 


Item 5.  Other Events.  

     On January 27, 1994, American Telephone and Telegraph Company ("AT&T")
announced that its net income for the fourth quarter of 1993 was $982
million ($0.72 per share).  The amount reported includes the impact of
Statement of Financial Accounting Standards No. 112 ("SFAS No. 112"),
"Employers' Accounting for Postemployment Benefits" and restructuring
charges at NCR Corporation ("NCR")(which has been renamed AT&T Global
Information Solutions Company).  Excluding the impact of these two items,
fourth quarter 1993 net income was $1.15 billion ($0.85 per share) compared
with $1.00 billion ($0.75 per share) in the fourth quarter of 1992. 
Revenues for the fourth quarter were $18.46 billion as compared to $17.50
billion in the fourth quarter of 1992.

     AT&T reported a loss of $3.79 billion for the year 1993 ($2.80 per
share) which reflected previously announced noncash charges for accounting
changes of $7.02 billion after taxes relating to Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions" and $1.30 billion after taxes relating to
SFAS No. 112.  These items were partially offset by the adoption of
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" effective January 1, 1993 which resulted in a $383 million gain. 
Excluding the net impact of the accounting changes and fourth-quarter
restructuring at NCR, net income for 1993 was $4.26 billion ($3.15 per
share), on revenues of $67.16 billion.  Net income for 1992 was $3.81
billion ($2.86 per share), on revenues of $64.90 billion.  
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Form 8-K                           American Telephone and Telegraph Company
January 27, 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. 











                                   American Telephone and Telegraph Company







                               By  S. L. Prendergast
                                   Vice President and Treasurer






January 31, 1994