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:  August 19, 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
August 19, 1996                


Item 5.  Other Events

     On June 5, 1996, AT&T Capital Corporation entered into an Agreement
and Plan of Merger (the "Merger Agreement") with AT&T Corp., Hercules
Limited ("Hercules") and Antigua Acquisition Corporation.  Pursuant to the
Merger Agreement, the closing of the Merger (as defined in the Merger
Agreement) was to take place on the later of September 17, 1996 and the
first business day on which the last to be fulfilled or waived of the
conditions to the Merger as set forth in the Merger Agreement have been
satisfied or waived. 

     On August 19, 1996, the parties to the Merger Agreement entered into
the First Amendment to the Merger Agreement (the "First Amendment")
effective August 20, 1996.  The First Amendment modifies the Merger
Agreement by providing that the closing of the Merger shall take place on
the later of October 1, 1996 and the first business day on which the last
to be fulfilled or waived of the conditions to the Merger as set forth in
the Merger Agreement have been satisfied or waived; provided, however, that
Hercules shall have the option to postpone the closing date to a date no
later than October 31, 1996 (even if all closing conditions are satisfied
before then) by agreeing to pay interest to the Company's shareowners on
the $45 per share purchase price calculated at LIBOR plus
0.50% for the period from September 18, 1996  through (but excluding) the
closing date.

     The terms of the First Amendment are fully set forth in the copy of
the First Amendment filed as an Exhibit hereto.

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Form 8-K                                      AT&T Capital Corporation
August 19, 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 M. Dwyer
                                           Chief Financial Officer
                                                  


August 20, 1996






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Form 8-K                                      AT&T Capital Corporation
August 19, 1996


                            EXHIBIT INDEX

Exhibit
Number
_______

10.  Form of First Amendment to the Agreement and Plan of Merger among AT&T 
     Capital Corporation, AT&T Corp., Hercules Limited and Antigua Acquisition
     Corporation dated August 20, 1996.

EX-10

1                                     Exhibit 10

                                                                 

       FORM OF FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER

          First Amendment to the Agreement and Plan of Merger
(hereinafter called this "Amendment"), dated as of August 20,
1996, among AT&T Capital Corporation, a Delaware corporation (the
"Company"), AT&T Corp., a New York corporation ("AT&T"), Hercules
Limited, a Cayman Island corporation ("Parent"), and Antigua
Acquisition Corporation, a Delaware corporation and a wholly
owned subsidiary of Parent ("Merger Sub").

                             RECITALS

          WHEREAS, the Company, AT&T, Parent and Merger Sub
entered into the Agreement and Plan of Merger (the "Original
Agreement"), dated as of June 5, 1996;

          WHEREAS, the Company, AT&T, Parent and Merger Sub wish
to amend the Original Agreement in the manner set forth herein;

          WHEREAS, the respective boards of directors of each of
the Company, Parent and Merger Sub have approved this Agreement;

          WHEREAS, the Company's board of directors and the
special committee of the Company's board of directors have
approved and submitted this Amendment to AT&T, as the indirect
owner of the AT&T Shares, for its consent, and AT&T has caused
to be executed a written stockholder consent pursuant to Section
228 of the DGCL (as defined below) approving this Amendment.

          NOW, THEREFORE, in consideration of the premises, and
of the representations, warranties, covenants and agreements
contained herein, the parties hereto agree as follows:

               Defined Terms.  Unless otherwise defined herein,
capitalized terms which are defined in the Original Agreement are
used herein as therein defined.

          2.        Section 1.2.  Section 1.2 of the Original
Agreement is hereby amended by deleting it in its entirety and
substituting in lieu thereof the following:

               1.2  Closing.  The closing of the Merger (the
          "Closing") shall take place (i) at the offices of
          Sullivan & Cromwell, 125 Broad Street, New York, New
          York at 9:00 A.M. on the later of (A) October 1, 1996
          and (B) the first business day on which the last to be
          fulfilled or waived of the conditions set forth in
          Article VII hereof (other than those conditions that
          by their nature are to be satisfied at the Closing,
          but subject to fulfilment or waiver of those

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          conditions) shall be satisfied or waived in accordance
          with this Agreement (the later of such dates being
          referred to as the "Scheduled Closing Date");
          provided, however, that Parent may at its option (the
          "Extension Option") extend the Closing to a date later
          than the Scheduled Closing Date as Parent shall
          determine (but in no event later than October 31,
          1996) by providing written notice of such later date
          to the Company and AT&T not less than two business
          days' prior to the Scheduled Closing Date and agreeing
          to pay the Interest Amount referred to in Section
          4.1(a) hereof (such agreement to be evidenced by the
          delivery of such written notice); or (ii) at such
          other place and time and/or on such other date as the
          Company and Parent may agree in writing (the "Closing
          Date").

          3.        Section 4.1(a)  Section 4.1(a) of the
Original Agreement is hereby amended by deleting the phrase
"$45.00 (the "Merger Consideration")" at the end of the first
sentence thereof and substituting in lieu thereof the following:

          the sum of (i) $45.00 and (ii) in the event (but only
          in the event) that Parent exercises the Extension
          Option referred to in Section 1.2 hereof, an
          additional amount (the "Interest Amount") equal to
          interest on such $45 amount for the period from and
          including September 18, 1996 through but excluding the
          Closing Date at a rate per annum (computed on the
          basis of the actual number of days elapsed over a year
          of 365 days) of LIBOR (as defined below) plus .50%
          (the "Merger Consideration").  As used herein, "LIBOR"
          means the London Interbank Offered Rate for deposits
          of U.S. dollars having a maturity of one month which
          appears on Telerate Access Service Page 3750 as of 11
          A.M., London time, on the second business day
          preceding the Closing Date.

          4.        Section 6.1(a)(ix) of the Original Agreement
is hereby amended by adding the following at the end of that
section:

          or except for any agreement entered into in the
          ordinary course of business relating to the purchase
          of equipment by the Company from AT&T and the lease
          thereof by the Company to customers of AT&T.


          5.        Section 6.17.  Section 6.17 of the Original

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Agreement is hereby amended by deleting it in its entirety and
substituting in lieu thereof the following:

               6.17  Funding Parent.  Parent covenants that (i)
          not later than June 12, 1996, Parent shall receive a
          $100 million equity contribution and (ii) not later
          than September 18, 1996, Parent shall receive an
          additional $400 million equity contribution, in each
          case in the form of cash or direct obligations of the
          government of the United States of America
          ("Government Securities").  Parent covenants that it
          shall utilize the proceeds of such equity
          contributions to purchase Government Securities having
          a maturity not later than one year after the date of
          purchase or receipt thereof by Parent.  Parent
          covenants that it shall keep such proceeds so invested
          (free of any Liens) until the Effective Time.

          6.        Continuing Effect of Agreement  Except as
expressly amended herein, all of the terms and conditions of the
Original Agreement shall remain in full force and effect without
amendment.

          7.        Counterparts.  This Amendment may be executed
in any number of counterparts, each such counterpart being deemed
to be an original instrument, and all such counterparts shall
together constitute the same agreement.

          8.        GOVERNING LAW.  THIS AMENDMENT SHALL BE
DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED,
CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE
STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW
PRINCIPLES THEREOF.

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          IN WITNESS WHEREOF, this Amendment has been duly
executed and delivered by the duly authorized officers of the
parties hereto as of the date first written above.
                         
                         AT&T CAPITAL CORPORATION
                         
                         
                         By:  
                              Name:   Thomas C. Wajnert
                              Title:  Chairman and Chief
                                        Executive Officer
                         
                         AT&T CORP.
                         
                         
                         By:  
                              Name:   S. Lawrence Prendergast
                              Title:  Vice President and
                                        Treasurer
                         
                         
                         HERCULES LIMITED
                         
                         
                         By:  
                              Name:   Jeff Nash
                              Title:  Director
                         
                         
                         ANTIGUA ACQUISITION CORPORATION
                         
                         
                         By:  
                              Name:   Jeff Nash
                              Title:  Vice President, Treasurer
                                        and Secretary