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: September 20, 1995








                            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.
September 20, 1995


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
                         September 20, 1995.

 3
Form 8-K                                               AT&T Corp.
September 20, 1995




                            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 20, 1995


 4




                          EXHIBIT INDEX


Exhibit
Number
- -------

  99      AT&T Corp. Press Release issued September 20, 1995.  

EX-99

 1                                          Exhibit 99


     

Adele Ambrose                 Jim Byrnes
908-221-6900 (office)         908-221-7876 (office)
908-953-9102 (home)           908-689-6040 (home)
                         
Dick Gray                     Jane Moulton
908-221-5057 (office)         908-221-8422 (office)
908-232-3706 (home)           201-763-7017 (home)


             AT&T ANNOUNCES STRATEGIC RESTRUCTURING 
             TO CAPTURE OPPORTUNITIES OF 21ST CENTURY

FOR RELEASE WEDNESDAY, SEPTEMBER 20, 1995

     NEW YORK -- AT&T Chairman Robert E. Allen today announced
plans for a strategic restructuring that would separate AT&T into
three publicly traded, global companies.

  Allen said the company was taking this bold step to
capitalize on the opportunities in each business' segment of the
global information industry -- communications services,
communications equipment, and transaction-intensive computing.  

  Under the plan, AT&T shareowners would hold shares in each
company.  A fourth business -- AT&T Capital Corporation -- would
be sold. 

  The AT&T Board of Directors approved pursuing the
restructuring plan at a special meeting this morning. AT&T hopes
to complete all transactions by the end of 1996.

  "Changes in customer needs, technology and public policy
are radically transforming our industry," said Allen.  "We now
see this restructuring as the next logical turn in AT&T's journey
since divestiture.  It will make AT&T's businesses more valuable
to our shareowners, even more responsive to their customers, and 
better able to focus on the growth opportunities in their
individual markets.


 2
  "Under the plan announced today," Allen said, "one of the
new companies would focus on providing the world's best  anytime,
anywhere' communications and information services."  

  Operating under the familiar "AT&T" brand name,  the
services company would consist of AT&T's current Communications
Services Group, the AT&T Universal Card Services Corporation, the
newly established AT&T Solutions consulting and systems-
integration organization, and AT&T Wireless Services, formerly
McCaw Cellular Communications.

  The company also plans to create an AT&T Laboratories unit
around the core of Bell Laboratories people dedicated to research
and development in communications services.  In 1994, AT&T's
services units had combined revenues of more than  $49 billion,
making them the world leader in the communications services
market.

  "AT&T's product and systems businesses, along with world-
renowned Bell Laboratories, would constitute a communications
systems and technology company that would immediately be the
global leader in its industry," said Allen.

  It would include AT&T's Network Systems Group, Global
Business Communications Systems, Consumer Products, AT&T Paradyne
and Microelectronics.  In 1994, these businesses had total sales
of approximately $20 billion.  The new company, as yet unnamed,
would be a powerful competitor in the fast-growing communications
systems market.

  AT&T is considering an Initial Public Offering for
approximately 15 percent of the shares of the new equipment
company in the first half of 1996.

  "Our services and systems businesses are at the
intersection of tremendous change and opportunity," said Allen. 
"This restructuring ensures that each can follow the path of
greatest opportunity without worrying about bumping into each
other along the way."

  The company's computer unit, AT&T Global Information
Solutions, would be launched as an independent company by
spinning it off to AT&T shareowners, following an aggressive
turnaround effort also announced today.


 3
       GIS Chairman and CEO Lars Nyberg is taking decisive
action to create a smaller, more focused and swifter business. 
GIS will continue to develop, manufacture and market computer
platforms for any industry, but will focus its unique
capabilities on the three key industry segments where it has a
leading position  -- financial, retail and communications. 

  "Lars Nyberg is the right leader to get our computer
business back on track," said Allen.  "His goal is to be world-
class in a few targeted industry segments and in delivering high-
quality computer platforms and services.  I believe that's not
only worth doing, but doable. GIS's customers and employees can
count on AT&T's complete support during this transition."   

  Nyberg assumed his post in June following a 20-year career
at Philips Electronics NV, where he turned around that company's
computer business.

  As part of its turnaround effort, GIS will halt manufacture
of personal computers, ceasing distribution through value-added
resellers and retail outlets.   It will continue to offer
customers personal computers as part of total solutions through
an agreement with an outside supplier that it expects to announce
soon. 

  GIS will continue to support and service all its current
hardware and software installations and will aggressively market
its service capabilities to all industries.  And it will continue
to have a strong commercial relationship with Bell Laboratories.

  GIS -- which currently employs about 43,000 people in more
than 120 countries -- also announced a major cost-cutting
initiative that will lead to the elimination of approximately
8,500 jobs.

  AT&T will incur a one-time, pre-tax charge estimated at
approximately $1.5 billion against third-quarter earnings to
cover the costs of the GIS restructuring, reducing 1995 earnings
by $1 billion, or 66 cents per share.  Excluding this charge,
AT&T said it continues to target earnings-per-share growth of at
least 10 percent in 1995.


 4
  In addition, AT&T plans to sell its remaining interest in
AT&T Capital Corporation to the general public or to another
company.  AT&T holds in excess of 80 percent of Capital Corp.
shares, having sold a minority interest to the general public in
1993. Capital Corp. is already one of the largest equipment
leasing and financing companies in the United States.  In 1994,
it had revenues of approximately $1.4 billion and was profitable.

  Proceeds from the sale of Capital Corp and from the initial
public offering of the new equipment business will be used to
retire current AT&T debt, giving each of the new businesses
balance sheets appropriate to its industry.  

  The company intends to adjust each business' capital
structure to ensure that it has the flexibility to raise
resources as it needs them.  AT&T recognizes the importance of
its relationship with its debt holders. The company said its
ability to satisfy its obligations to its debt holders will not
be impaired as a result of these transactions.

  AT&T said that each of the businesses it is establishing
will have everything it needs to meet customers' needs.  Each
already has seasoned management and a productive work force. 
Each has significant global operations.  The service, equipment
and computer businesses each has the sophisticated systems-
integration capabilities necessary to provide complete solutions
to its set of customers.   And, where it makes sense to partner
in serving a customer's needs, the new businesses could establish
commercial relationships with each other.

  "Our first priority throughout this transition period is to
ensure that none of our businesses misses a beat on any customer
commitment," Allen said.

  Financial details on the transactions will be released as
they become available in accordance with securities regulations.

  AT&T, which currently has some 303,000 employees, said it
is too early to estimate the exact employment impact of the
planned restructuring.  On the one hand, all three new companies
will need  additional resources to establish themselves as free-
standing, independent companies.  However, each company
participates in a hotly competitive market and will continue to
size its operations as efficiently as possible.  On balance, it
is likely that the combined new companies will have fewer
employees than the present AT&T.  


 5
  The company said it will ensure that any employees
dislocated by the restructuring will have access to job
opportunities across the total corporation, as well as to a full
range of assistance, ranging from job counseling to retraining.

  Allen, who will continue as chairman and CEO of the new
AT&T, will chair a committee of senior AT&T executives to oversee
the restructuring.  The committee members are Hal Burlingame,
senior vice president of Human Resources; Marilyn Laurie, senior
vice president of Public Relations and Employee Communications;
Rick Miller, executive vice president and chief financial
officer, and John Zeglis, senior vice president and general
counsel.

  Allen also appointed senior officers to lead the transition
of each new company. They are:  Alex J. Mandl, CEO of the
Communications Services Group, for the communications services
company;  Richard A. McGinn, CEO of the Network Systems Group,
for the systems and technology company; along with the incumbent
CEOs of GIS, Lars Nyberg, and AT&T Capital Corporation, Thomas C.
Wajnert.  Allen said that the company's Board of Directors would
name the permanent executive leadership at the appropriate time.

  All of these transactions are expected to be tax-free to
shareowners.  AT&T intends to seek rulings from the Internal
Revenue Service with respect to the tax-free treatment of the
transactions.  While AT&T does not anticipate the need for
regulatory, Department of Justice or decree court approvals, the
company did call attention to the complexity of the issues to be
resolved in the months ahead.  

  For example, immediate disposition of AT&T's final 20
percent interest in AT&T Capital Corp. would require
modifications to certain existing agreements.  While AT&T is
confident of its ability to resolve all these issues, there can
be no guarantee that the restructuring plan will be implemented
or that changes in the plan will not be made.  The investment
banking firm of Morgan Stanley and the law firm of Wachtell
Lipton Rosen & Katz are serving as advisers to AT&T.

Editors' Note:  AT&T Chairman Robert E. Allen will hold a news
conference at 2 p.m. EDT at AT&T's World Headquarters at 32
Avenue of the Americas in New York City.  The news conference
will also be available by teleconference.  Reporters in the
United States can call 1-800-260-0718 or 612-235-1623 from
outside the U.S.  Beginning at 5 p.m. EDT today, a rebroadcast of
the news conference audio will be repeated for 48 hours at
1-800-475-6701 in the United States or 612-365-3844 from outside
the U.S.; access code 602744.

                           #   #   #