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: June 6, 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


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Form 8-K                                               AT&T Corp.
June 6, 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 June 6,
                                        1996.
                         

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Form 8-K                                               AT&T Corp.
June 6, 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





June 6, 1996



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                         EXHIBIT INDEX


Exhibit
Number
- -------

            99      AT&T Corp. Press Release issued June 6, 1996  
          

EX-99

 1                                          Exhibit 99


AT&T CONFIRMS MERGER AGREEMENT OF AT&T CAPITAL CORPORATION

FOR RELEASE THURSDAY, JUNE 6, 1996
     NEW YORK -- AT&T today confirmed that its leasing
subsidiary, AT&T Capital Corporation, has entered a definitive
merger agreement with a consortium expected to consist of
certain members of AT&T Capital's management; GRS Holding
Company Ltd., which owns a rail-leasing company in the U.K.; and
Babcock & Brown, a San Francisco-based leasing-, asset- and
project-financing advisory firm, for $45 a share, or
approximately $2.2 billion.  Financing for the consortium is
being arranged by the London-based Nomura International plc, a
wholly owned subsidiary of The Nomura Securities Co., Ltd., one
of the world's leading investment banks.
     AT&T, which holds 86 percent of AT&T Capital, is a party to
and has executed the merger agreement, along with a written
consent, to transfer AT&T Capital to the consortium.  The merger
valuation is based on nearly 47 million shares and more than 2.2
million options of AT&T Capital outstanding, which include the
14-percent interest held by minority stockholders.
     "The merger agreement for AT&T Capital achieves another
significant milestone in our strategic restructuring," said AT&T
Chairman Robert E. Allen.  "It's good for shareowners and
employees, and it shows that our overall restructuring plan is
on track.
     "I'm particularly delighted with this outcome because it
means that AT&T Capital will remain intact, led by an excellent
management team and employees who have served AT&T superbly for
more than a decade."
     Allen announced plans last September to divest AT&T Capital
as part of the strategic restructuring undertaken so that AT&T's
communications services, systems and technology, computer and
leasing businesses could take maximum advantage of opportunities
in their respective markets and serve their customers well.
     In addition to the proposed merger of AT&T Capital, AT&T
concluded the largest initial public offering in the United
States when 17.6 percent of Lucent Technologies, the systems and
technology company, was sold to the public in April for about $3
billion.  AT&T plans to spin off the remainder of Lucent and NCR
Corp., the computer company, to AT&T shareowners later this
year.
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