8-K

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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:  April 12, 1996




                      AT&T CAPITAL CORPORATION



A Delaware                 Commission File             I.R.S. Employer
Corporation                  No. 1-11237               No. 22-3211453  
 





           44 Whippany Road, Morristown, New Jersey 07962-1983

                      Telephone Number (201) 397-3000





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Form 8-K                                      AT&T Capital Corporation
April 12, 1996                


Item 5.  Other Events

On April 12, 1996, AT&T Capital Corporation issued a press release
which stated, in pertinent part, as follows:

     "Morristown, N.J. -- AT&T Capital Corporation (NYSE-TCC)
announced that AT&T Corp. (AT&T), its 86% shareowner, delivered a
letter to it today that stated:

      Following AT&T's September 20, 1995 announcement of its
intention to separate AT&T into three independent businesses and sell
its remaining interest in AT&T Capital Corporation ("Capital"),
Capital's Board of Directors authorized Capital's management to retain
financial and legal advisors to assist Capital in examining possible
public and private sale alternatives.  AT&T supported that decision
and the initial focus on a possible private sale.'

      As you know, we have been monitoring the situation and now
believe it may be appropriate to pursue an underwritten public
offering of shares of Capital held by AT&T, while Capital continues to
explore private sale alternatives.'

      We are not at this point making a formal request under the
Registration Rights Agreement between the companies but anticipate
doing so in the near future.'

     Any such offering of AT&T Capital's common stock would be made
only by means of a prospectus."


Item 7.  Financial Statements and Exhibits

(c) Exhibits

    Exhibit 99  AT&T Capital Corporation
                Press Release issued April 12, 1996
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Form 8-K                                      AT&T Capital Corporation
April 12, 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 CAPITAL CORPORATION








                                       By: Edward Dwyer
                                           Chief Financial Officer
                                                  


April 16, 1996







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Form 8-K                                      AT&T Capital Corporation
April 12, 1996


                            EXHIBIT INDEX


Exhibit
Number
_______

  99   AT&T Capital Corporation Press Release issued April 12, 1996

EX-99

1

                                              Exhibit 99
                                              AT&T Capital
Corporation


AT&T ANTICIPATES A POSSIBLE SECONDARY 
OFFERING OF SHARES OF AT&T CAPITAL'S STOCK
                                
                                
For Immediate Release:  April 12, 1996
______________________________________

     Morristown, N.J. -- AT&T Capital Corporation (NYSE-TCC)
announced that AT&T Corp. (AT&T), its 86% shareowner, delivered a
letter to it today that stated:

     "Following AT&T's September 20, 1995 announcement of its
intention to separate AT&T into three independent businesses and
sell its remaining interest in AT&T Capital Corporation
("Capital"), Capital's Board of Directors authorized Capital's
management to retain financial and legal advisors to assist
Capital in examining possible public and private sale
alternatives.  AT&T supported that decision and the initial focus
on a possible private sale.

     "As you know, we have been monitoring the situation and now
believe it may be appropriate to pursue an underwritten public
offering of shares of Capital held by AT&T, while Capital
continues to explore private sale alternatives.

     "We are not at this point making a formal request under the
Registration Rights Agreement between the companies but
anticipate doing so in the near future."

     Any such offering of AT&T Capital's common stock would be
made only by means of a prospectus.

     AT&T Capital Corporation is a diversified equipment leasing
and finance company based in Morristown, New Jersey.