8-K

                       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: April 22, 1999



                                   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



Form 8-K
AT&T Corp.
April 22, 1999


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 April 22, 1999.



Form 8-K
AT&T Corp.
April 22, 1999



                                   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.


                                   /s/      Marilyn J. Wasser
                                   -----------------------------------
                                   By:      Marilyn J. Wasser
                                            Vice President and Secretary



May 3, 1999

EX-99

             AT&T Offers $62 Billion in Cash, Stock and Assumed Debt
                    and Preferred Equity for MediaOne Group;

           AT&T Chairman Calls Offer "Clearly Superior" to Comcast Bid

FOR RELEASE: THURSDAY, APRIL 22, 1999

         NEW YORK -- AT&T  today  announced  that it has  submitted  an offer to
purchase  all of  MediaOne  Group for  $87.375 per share in cash and stock for a
total value of $58 billion,  based on today's  closing  price of AT&T's stock of
$59.50,  not including  $4.5 billion in assumed debt and preferred  equity.  The
company  said it will pay $30.85 in cash plus .95 shares of AT&T stock for every
MediaOne share.

         In  addition,  the cash  portion of the AT&T offer will be increased to
offset up to a 10 percent  decline from AT&T's closing stock price of $57.00 per
share on April 21, 1999. This will maintain a value of $85.00 for every MediaOne
share if AT&T's stock trades  between $57 and $51.30 per share.  If AT&T's stock
price increases,  MediaOne  shareowners will enjoy the full upside appreciation.
AT&T  said  the  stock  portion  of the  offer  will  be  tax-free  to  MediaOne
shareowners.

         In a letter to  MediaOne  Chairman  and CEO  Charles  M.  Lillis,  AT&T
Chairman  and CEO C. Michael  Armstrong  said AT&T's offer is clearly a superior
value for MediaOne  shareowners  in terms of value and growth  prospects for the
combined companies.

         AT&T's offer represents a premium of 17 percent, or $8.6 billion,  over
the current  value of  Comcast's  offer and 26 percent over  MediaOne's  current
trading price. Unlike Comcast,  AT&T is offering cash, as well as stock, and the
cash portion of the offer is structured to protect MediaOne  shareowners against
some fluctuation in AT&T's stock price. In addition, the shares AT&T is offering
have full voting rights and pay a cash dividend,  while Comcast's  shares issued
in the proposed merger do not.

         "This acquisition  is  not only an  investment in AT&T's  future," said
Armstrong.   "It's  also  an   investment   in  the  future  of  a   competitive
communications market in the U.S.

         "Combining  AT&T and MediaOne  means that far more  American  consumers
will have a choice  in local  phone  service,"  he  added.  "Together,  AT&T and
MediaOne  will  bring  broadband   video,   voice  and  data  services  to  more
communities,  more quickly than we could separately or, in MediaOne's case, with
any other company.

         "Ever since the  Telecommunications  Act of 1996 was passed,  Americans
have been  waiting for someone to run another wire to their homes to give them a
choice in local phone service and deliver the advanced services they expect in a
competitive    market,"   Armstrong   said.   "Our   earlier    acquisition   of
Tele-Communications,  Inc. and now our proposal for MediaOne  Group should leave
no doubt that we are serious about doing just that."



         AT&T  intends  to divest  over a period of time  certain  non-strategic
MediaOne  assets  currently  valued at  approximately  $18 to $20  billion.  The
company also has plans to continue its aggressive efforts to reduce overall AT&T
operating  expenses  by an  additional  $2 billion  by the end of the 2000.  The
majority of the expense  reductions  will be in network  costs,  SG&A  expenses,
lower access fees paid to local  exchange  companies  for handling long distance
calls and more  streamlined  operations and systems.  Additional  savings in the
range of at least $175 to 200 million  will result from  synergies  in combining
the former TCI and MediaOne cable operations.

         AT&T plans to issue 626 million  additional  shares in the transaction.
The company expects  dilution to earnings per share of approximately 30 cents in
the first full year of combined  operation,  resulting  from  additional  shares
outstanding and the cost of financing,  partially  offset by expense  reductions
and synergies.  Following the purchase of MediaOne, cash earnings,  which is net
income per share plus acquisition  goodwill,  will decline by less than 10 cents
per share. In addition, the acquisition over time will accelerate earnings, cash
flow and revenue  growth.  It also will reduce the percentage of AT&T's revenues
that come from slower growth businesses such as consumer long distance.

         AT&T said it is confident in its ability to complete the acquisition by
the end of 1999,  which is at least as quickly as the proposed  Comcast  merger.
Because  AT&T  believes  the  transaction  will  advance the public  interest by
increasing  competition,  the company does not expect to  encounter  significant
legal  obstacles.  AT&T also said it  anticipates  no  difficulty  in  arranging
financing  for the cash  portion of its offer and expects to have $30 billion of
financing in place by April 30. Chase  Manhattan  Bank and Goldman  Sachs Credit
Partners  L.P.  already  have  each  committed  to  provide  $5  billion  of the
financing.

         With the  acquisition  of MediaOne,  AT&T's  owned and  operated  cable
systems  will  pass  approximately  26.5  million  households,   giving  AT&T  a
significant  presence in 18 of the top 20 markets.  The  addition of  MediaOne's
cable  systems  will expand  AT&T's  national  coverage  in key markets  such as
Boston, Atlanta, Richmond and Los Angeles.

         In  addition,  AT&T will hold  minority  interests in a number of cable
systems,  including those owned by Time Warner  Entertainment.  AT&T will not be
the operator of these systems.  The company said that following its  acquisition
of MediaOne,  it looks forward to strengthening  its existing  relationship with
Time Warner in a way that  accelerates  the ability of the  companies to deliver
cable telephony and data services.

         AT&T plans to combine MediaOne's Denver-based  headquarters with AT&T's
Denver-headquartered  Broadband & Internet  Services  business unit. Both groups
will report to Leo J. Hindery, Jr., president and chief executive officer of the
company's Broadband & Internet Services unit.

         The company said Amos B. Hostetter  participated  in the development of
AT&T's offer for MediaOne.  Hostetter is former  chairman and CEO of Continental
Cablevision,  and former CEO of U.S. West Media Group,  the two  predecessors of
MediaOne.   Upon   completion  of  the   transaction,   Hostetter   will  become
non-executive   chairman  of  AT&T's   Broadband  &  Internet   Services   unit,
complementing the leadership of Hindery.  Following  completion,  Hostetter also
will join AT&T's Board of  Directors.  In  addition,  AT&T will invite a current
MediaOne board member to join the AT&T board.



         AT&T's  advisors  on  the  transaction  are  Goldman,  Sachs & Co.  and
Wachtell, Lipton, Rosen & Katz.

The foregoing are "forward looking  statements"  which are based on management's
beliefs as well as on a number of assumptions  concerning  future events made by
and information currently available to management.  Readers are cautioned not to
put undue reliance on such forward looking statements, which are not a guarantee
of performance and are subject to a number of  uncertainties  and other factors,
many of which are outside  AT&T's  control,  that could cause actual  results to
differ materially from such statements.  For a more detailed  description of the
factors that could cause such a difference,  please see AT&T's  filings with the
Securities and Exchange  Commission.  AT&T disclaims any intention or obligation
to update or revise any forward-looking  statements,  whether as a result of new
information, future events or otherwise.