FORM 10-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For The Fiscal Year Ended December 31, 1993

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For The Transition Period From _________ to _________

Commission File Number 1-1105

AMERICAN TELEPHONE AND TELEGRAPH COMPANY

A NEW YORK I.R.S. EMPLOYER
CORPORATION NO. 13-4924710

32 Avenue of the Americas, New York, New York 10013-2412

Telephone Number 212-387-5400

Securities registered pursuant to Section 12(b) of the Act: See attached
SCHEDULE A.

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes.....x... No..........

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. (X)

At February 28, 1994, the aggregate market value of the voting stock held
by non-affiliates was $71,183,656,635.

At February 28, 1994, 1,356,931,753 common shares were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

(1) Portions of the registrant's annual report to security holders
for the year ended December 31, 1993 (Part II)

(2) Portions of the registrant's definitive proxy statement dated
March 1, 1994, issued in connection with the annual meeting of
shareholders (Part III)

SCHEDULE A

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange on
Title of each class which registered

Common Shares # New York, Boston, Midwest,
(Par Value $1 Per Share) ## Philadelphia and Pacific Stock
# Exchanges

#
Two Year Fixed/Floating Rate Notes, #
due May 4, 1995 #
#
Three Year 4-1/2% Notes, #
due February 15, 1996 #
#
Thirty-Four Year 4-3/8% Debentures, #
due October 1, 1996 #
#
Thirty-Seven Year 4-3/4% Debentures, #
due June 1, 1998 #
#
Thirty-Six Year 4-3/8% Debentures, #
due May 1, 1999 #
#
Thirty-Three Year 6% Debentures, #
due August 1, 2000 #
#
Thirty-Five Year 5-1/8% Debentures, ## New York Stock Exchange
due April 1, 2001 #
#
Ten Year 7-1/8% Notes, #
due January 15, 2002 #
#
Thirty Year 8-1/8% Debentures, #
due January 15, 2022 #
#
Thirty-Two Year 8-1/8% Debentures, #
due July 15, 2024 #
#
Forty Year 8-5/8% Debentures, #
due December 1, 2031 #
#

TABLE OF CONTENTS

PART I

Item Description Page

1. Business ........................................................ 1
2. Properties ...................................................... 14
3. Legal Proceedings ............................................... 15
4. Submission of Matters to a Vote of Security Holders ............. 15

PART II

Description

5. Market for Registrant's Common Equity and Related Stockholder
Matters ....................................................... 17
6. Selected Financial Data ......................................... 17
7. Management's Discussion and Analysis of Financial Condition and
Results of Operations ......................................... 17
8. Financial Statements and Supplementary Data ..................... 17
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure ...................................... 17

PART III

Description

10. Directors and Executive Officers of the Registrant .............. 17
11. Executive Compensation .......................................... 17
12. Security Ownership of Certain Beneficial Owners and Management .. 17
13. Certain Relationships and Related Transactions .................. 17

PART IV

Description

14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. 18

See page 16 for "Executive Officers of the Registrant."

PART I

Item 1. Business.

GENERAL

American Telephone and Telegraph Company ("AT&T" or "Company") was
incorporated in 1885 under the laws of the State of New York and has its
principal executive offices at 32 Avenue of the Americas, New York, New
York 10013-2412 (telephone number 212-387-5400).

AT&T is a major participant in two industries: the global information
movement and management industry and the financial services and leasing
industry.

In the global information movement and management industry, the
Company's services and products include: voice, data and image
telecommunications services that can be used with the telecommunications
and information products or systems of AT&T and others; telecommunications
products and systems, ranging from voice instruments to complex network
switching and transmission systems; computer products and systems; products
which combine communications and computing; installation, maintenance and
repair services for communication and computer products; optical fiber and
cable; and components for high-technology products and systems. The
above-described services and products are designed to meet the needs of
broad categories of customers: the users of telecommunications and
information services, including residential, business and government
customers; the providers of telecommunications and information services,
including telephone companies and other telecommunications agencies around
the world; and the manufacturers of telecommunications, data processing and
other electronic equipment.

In the financial services and leasing industry, the Company provides
direct financing and finance leasing programs for its own products and the
products of other companies, leases products to customers under operating
leases, and is in the general-purpose credit card business.

AT&T markets its services, products and systems throughout the United
States. It also markets many of its services, products and systems outside
of the United States.

The Company sells its services and products directly to all types of
customers through its own direct sales force. The Company also sells
certain of its products to distributors and other intermediaries who may
resell these products to others. Some of the Company's services are also
sold to businesses that resell them, usually in conjunction with other
services, to others.

For information about the Company's industry and geographic segments,
see Note 16 to the Consolidated Financial Statements. Such information is
incorporated herein by reference, pursuant to General Instruction G(2).

- 2 -

AGREEMENT WITH MCCAW CELLULAR COMMUNICATIONS, INC.

On August 16, 1993, AT&T and McCaw Cellular Communications, Inc.
("McCaw") entered into a definitive agreement to merge McCaw and a
subsidiary of AT&T, making McCaw a wholly owned subsidiary of AT&T (the
"Merger").

In the Merger, each share of McCaw's Class A and Class B common stock
will be converted into one share of AT&T common stock. However, if the
average of the last reported sales price on the New York Stock Exchange for
the 20 most recent trading days ending on the fifth day prior to the date
of the closing of the Merger (the "Closing Date Market Price") of one share
of AT&T common stock is less than $53 per share, the conversion ratio will
be adjusted upward to provide shares of AT&T common stock having an
aggregate market price of $53 for each share of McCaw common stock, subject
to a maximum of 1.111 shares of AT&T common stock. If the Closing Date
Market Price of one share of AT&T common stock is greater than $71.73 per
share, the conversion ratio will be adjusted downward to provide shares of
AT&T common stock having an aggregate market price of $71.73 for each share
of McCaw common stock, subject to a minimum of .909 of a share of AT&T
common stock.

Pursuant to a separate agreement, AT&T has granted McCaw the right, in
the event the Merger does not close, to require AT&T to purchase from McCaw
$600 million of McCaw's Class A common stock at a price of $51.25 per
share.

The Merger is subject to a number of conditions, including the receipt
of regulatory approvals, expiration of the waiting period under the Hart-
Scott-Rodino Antitrust Improvements Act (the "HSR Act"), receipt of
opinions that the Merger will be tax free and will be accounted for as a
pooling of interests, and McCaw stockholder approval. McCaw stockholders
holding a majority of the voting power of the McCaw common stock, including
members of the McCaw family and British Telecommunications plc, have agreed
to vote in favor of the Merger.

Regulatory Approvals

HSR Act and Antitrust. AT&T and McCaw must observe the notification
and waiting period requirements of the HSR Act before the Merger may be
consummated. The HSR Act provides for an initial 30-calendar day waiting
period following the filing with the Federal Trade Commission (the "FTC")
and the Antitrust Division of the U. S. Department of Justice (the
"Antitrust Division") of certain Notification and Report Forms by the
parties to the Merger and certain other parties. The HSR Act further
provides that if, within the initial 30-calendar-day waiting period, the
FTC or the Antitrust Division issues a request for additional information
or documents, the waiting period will be extended until 11:59 p.m. on the
twentieth day after the date of substantial compliance by the filing
parties with such request.

On September 22, 1993, AT&T and McCaw each received an extensive
request from the Antitrust Division for additional information and
documents with respect to the Merger and the telecommunications industry.
Accordingly, the waiting period under the HSR Act has been extended and
will not expire until the twentieth calendar day after AT&T and McCaw have
each substantially complied with such request for additional information
and documents. Each of AT&T and McCaw is responding to the request as
rapidly as practicable but cannot predict when substantial compliance will
be achieved.

- 3 -

On December 2, 1993, BellSouth Corporation ("BellSouth") filed a
motion in the case entitled United States v. Western Electric Co. Inc. et
al., Civil Action No. 82-0192, for a declaratory ruling that the Merger
would violate Section I(D) of the Modification of Final Judgment (the
"Decree"), United States v. American Tel. and Tel. Co., 552 F. Supp. 131,
266-34 (D.D.C. 1982), aff'd mem. sub. nom Maryland v. United States, 450
U.S. 1001 (1982) and cannot be consummated without a modification of the
Decree. On January 5, 1994, the U.S. Department of Justice filed a
response that supported BellSouth's contention that a waiver of the Decree
is required. On January 27, 1994, AT&T filed for a determination that a
waiver is not required under the Decree or, in the alternative, for waiver
of any relevant Decree provisions. AT&T and McCaw believe that BellSouth
is not entitled to the relief sought but that a waiver, if necessary, can
be obtained. There can be no assurance that AT&T will prevail with respect
to the BellSouth challenge or any other challenge to the Merger that may be
made on antitrust grounds.

FCC. On August 23, 1993, AT&T and Craig O. McCaw filed various
applications seeking consent of the FCC to the proposed transfer of control
of radio licenses held by McCaw to AT&T, which consent is required prior to
consummation of the Merger. The FCC has issued public notices concerning
these applications and has established a schedule, pursuant to which
(i) interested parties were permitted to petition to deny the applications
by November 1, 1993, (ii) responses to those petitions were due by
December 2, 1993 and (iii) replies to such responses were due by
January 18, 1994.

Various petitions, responses and replies have been filed and the
matter is now pending before the FCC. There can be no assurance that the
FCC will give such consent.

State Governmental Authorities. Pursuant to various applicable
statutes, AT&T and McCaw were required to file applications with nine state
regulatory commissions seeking approval and/or a statement of non-
opposition to the Merger. Such applications were filed in Alaska,
California, Hawaii, Louisiana, Maine, New York, Nevada, Ohio and West
Virginia. The commissions of all of the foregoing states, except
California, have approved the applications or issued statements of non-
opposition; the California application is still pending.

In December 1993, AT&T and McCaw entered into a settlement agreement
(the "California Settlement") with all of the original opposing parties in
California regarding the provision of cellular and interexchange services
to customers in California. However, there are no assurances that the
California commission will approve the California Settlement, or, if
approved, when such approval will be granted. There also can be no
assurance that additional challenges will not be made or that, if such a
challenge is made, AT&T and McCaw will prevail.

GLOBAL INFORMATION MOVEMENT AND MANAGEMENT

To meet the needs of its customers and the demands of the complex and
rapidly changing information movement and management industry, AT&T
maintains business units that develop, engineer, market, and maintain
telecommunications services and business units that develop, manufacture,
market, provide, install and service information movement and management
products and systems.

- 4 -

To better serve the needs of customers, AT&T's businesses are
clustered into functional groups as follows:

Communications Services Group

The Communications Services Group addresses the needs of large and
small businesses, the Federal government, state and local governments and
consumers for voice, data and image telecommunications services. Business
units within this group provide regular and custom long distance
communications services, including message telecommunications services
("MTS"), wide area telecommunications services ("WATS"), satellite
transponder services, AT&T EasyReach# 700 services, toll-free or 800
services, 900 services, private line services, Software Defined Network
services ("SDN"), and integrated services digital network ("ISDN")
technology based services. They also provide special long distance
services, including AT&T Calling Card services and special calling plans
and the Company's domestic and international operators. AT&T provides
communications services internationally, including transaction services,
global networks, network management and value added network services (i.e.,
services offered over communications transmission facilities that employ
computer processing applications) and sells and maintains submarine cable
systems.

AT&T provides interstate and intrastate long distance
telecommunications services throughout the continental United States and
provides, or joins in providing with other carriers, interstate
telecommunications services to and from Alaska, Hawaii, Puerto Rico and the
Virgin Islands and international telecommunications services to and from
virtually all nations and territories around the world.

In the continental United States, AT&T provides long distance
telecommunications services over its own network. Virtually all switched
services are computer controlled and digitally switched and interconnected
by a packet switched signaling network. Transmission facilities consist of
approximately 2 billion circuit-miles using lightwave, satellite, wire and
coaxial cable and microwave radio technology. International
telecommunications services are provided via multiple international
transoceanic submarine cable (primarily lightwave) systems and via
international satellite and radio facilities.

AT&T is subject to the jurisdiction of the Federal Communications
Commission ("FCC") with respect to interstate and international rates,
lines and services, and other matters. For many years prior to July 1,
1989, the system of regulation used by the FCC for AT&T was rate-of-return
regulation. Effective July 1, 1989, the FCC adopted a new system of
regulating AT&T known as "price caps" under which AT&T's prices, rather
than its earnings, are limited. The FCC decided in June 1993 to continue
price caps for residential services instead of reducing regulation of AT&T.

____________
# Registered service mark of AT&T

- 5 -

AT&T's intrastate telecommunications services are subject to
regulation in many states by public service commissions or similar state
authorities having regulatory power over intrastate rates, lines and
services and other matters. The system of regulation used in many states,
at least for some of AT&T's services, is rate-of-return regulation. In
recent years, recognizing the competitive nature of AT&T's services, many
states have adopted different systems of regulation, such as: complete
removal of rate-of-return regulation, pricing flexibility rules for some or
all of AT&T's services, price caps, and incentive regulation.

AT&T Global Information Solutions Company

AT&T Global Information Solutions Company ("AT&T GIS" formerly known
as NCR Corporation) develops, manufactures, markets, supports and services
business information systems for worldwide markets. AT&T GIS's services
and products consist of: industry-specific products, including
industry-specific workstations and processors for retail, financial,
manufacturing, and other markets; small computer systems and workstations,
including small servers, personal computers, office automation
workstations, and video display workstations; mid-range computer systems,
including workgroup servers, small, medium and large departmental servers,
and systems for interactive and batch processing; large computer systems
for on-line transaction processing, decision support, and batch processing;
imaging systems; communication processors which process information between
large computer systems and a variety of data communication devices such as
terminals; and synergistic products and services, including semiconductors,
data centers, field engineering, software services, business forms and
supplies, and education.

Multimedia Products and Services Group

The Multimedia Products and Services Group addresses the equipment
needs of large and emerging businesses, the Federal government, state and
local governments, international distributors and consumers. Business
units in this group offer products such as private branch exchanges
("PBXs") including the Definity* communications system, voice processing
systems and voice messaging systems including the AUDIX* and Conversant*
systems, electronic mail, electronic data interchanges and enhanced
facsimile services through AT&T EasyLink* services, video conferencing
systems, installations, maintenance and repair services and other business
communications systems, corded and cordless telephones, cellular
telephones, answering systems, security systems, facsimile machines,
modems, multiplexers, data transceivers, the Merlin* and Partner*
communications systems, videophone, and imaging and personal communicator
products.

The Multimedia Products and Services Group also includes AT&T Ventures
Corporation. AT&T Ventures Corporation, a wholly owned subsidiary of AT&T,
is an internal venture capital business. The mission of this organization
is to identify and nurture new markets for the application of
AT&T-developed technologies. AT&T Ventures Corporation creates and grows
new businesses in markets not addressed by existing business units.

On June 14, 1993, AT&T exchanged its 77% interest in UNIX System
Laboratories for approximately 3% ownership of Novell, Inc., a leading
software development company.

____________
* Registered trademark of AT&T

- 6 -

Network Systems Group

The Network Systems Group includes business units that primarily
manufacture, market, engineer, install and maintain switching systems,
transmission systems, cable and wire products, cellular systems, and
operations systems for AT&T, local exchange carriers, other carriers,
private businesses, government agencies, overseas telephone administrations
and others. Switching systems include the 5ESS* switch; transmission
systems include lightwave and digital radio products, digital cross connect
and multiplex products, and digital loop carrier products; cable and wire
products include optical fiber, copper and optical fiber cable and related
apparatus; and operations systems include mechanized systems for managing
telecommunications networks.

The Network Systems Group also includes AT&T Microelectronics, a
business unit that produces three broad categories of components:
integrated circuits, photonics and other electronic components such as
discrete components, power systems and printed wiring boards, which are
included in most AT&T products and systems. Certain of these components
and many other specially designed components are sold commercially to other
companies.

International

In 1993, the WorldPartners alliance was formed by AT&T, Kokusai
Denshin Denwa Company, Ltd of Japan and Singapore Telecommunications to
provide global companies with a new level of service and convenience.
WorldPartners expects to be joined by Australia's long distance company
Telstra, Unitel of Canada, Korea Telecom, and others, including European
partners.

AT&T has numerous subsidiary companies and offices throughout the
world. In 1993, AT&T announced its intention to implement an international
organizational structure, along regional lines, to complement the
functional groups described above and to promote shared accountability
between regional units and those groups. Three regional units,
representing all AT&T businesses, are being formed: Latin America, with
headquarters in Coral Gables, Florida; Asia/Pacific, with headquarters in
Hong Kong; and Europe/Middle East/Africa, with headquarters in Brussels.

AT&T has established a number of international alliances, ventures and
manufacturing facilities. Among these alliances, ventures and
manufacturing facilities are the following:

Asia/Pacific Region

AT&T owns 60% of AT&T Taiwan Telecommunications Co., Ltd., a joint
venture with the Taiwanese government and others in Taiwan which
manufactures switching and transmission systems.

AT&T owns approximately 15% of United Fiber Optic Communications Inc.,
a venture with Pacific Electric Wire and Cable Ltd., Chiao Tung Bank and
others in Taiwan which manufactures fiber cable and transmission equipment.

AT&T owns AT&T Telecommunications Products (Thai) Ltd., a Thai company
which manufactures telephones.

____________
* Registered trademark of AT&T

- 7 -

AT&T owns semiconductor assembly and test facilities and telephone
manufacturing facilities in Singapore and a manufacturing facility on Batam
Island, Indonesia which produces cordless telephones.

AT&T owns 80% of AT&T Software Japan, Ltd., a joint venture with
Industrial Bank of Japan and Software Research Associates, which provides
software development.

AT&T owns approximately 60% of AT&T Jens Corporation, a joint venture
with 22 major Japanese companies which provides value added network
services.

AT&T owns 44% of a joint venture with the Goldstar group of the
Republic of Korea which manufactures and markets switching products.

AT&T, through joint ventures, operates manufacturing facilities in the
People's Republic of China for the production of copper and fiber cable,
switching systems, and transmission equipment.

Europe/Middle East/Africa Region

AT&T owns AT&T ISTEL Limited, a United Kingdom based company, which
owns numerous subsidiaries, that manufactures software and provides
software related services.

AT&T Network Systems International B.V. is a joint venture between
AT&T International Inc., which owns approximately 94% of the equity and
Compagnia Telefonica Nacional de Espana, the national telephone company of
Spain, which owns approximately 6%. It designs, develops, manufactures and
markets Network Systems' products in Europe and elsewhere. In addition,
the joint venture itself has established businesses and participates in
joint ventures in a number of countries, including: the Netherlands,
Belgium, the People's Republic of China, the Czech Republic, France,
Germany, Ireland, Italy, Poland, the Russian Federation and Kazakhstan.

AT&T owns 20% of Societa Italiana Telecommunicazioni S.p.A.
("Italtel"), a subsidiary of STET-Societa' Finaziaria Telefonica-per Azioni
("STET"), a telecommunications holding company controlled by the government
of Italy, which manufactures and sells telecommunications equipment. AT&T
and STET have entered into a cooperation agreement involving the
development and marketing of certain public and private telecommunications
equipment for Italy, other European countries, the United States and
certain other markets.

AT&T owns Gretag Data Systems AG, a Swiss company that manufactures
security-encryption equipment for the financial market.

AT&T owns 19.5% of UTEL, a Ukrainian joint venture company with PTT
Telecom and the Ukrainian State Committee of Communications, which provides
services and products to improve Ukraine's domestic and international
telecommunications services.

AT&T owns AT&T Wireless Communications Products Limited (formerly
"Shaye Communications Limited"), a United Kingdom company engaged in
research, development and marketing of products for the ultra low power,
portable, radio-based telecommunications market.

- 8 -

AT&T owns in excess of 90% of Barphone S.A., a French company engaged
principally in the development, design, manufacture and marketing of small
PBXs and related equipment.

AT&T owns 75% of LYCOM A/S, a Danish company engaged principally in
the manufacture of optical fiber.

AT&T owns 50% of A/O Telmos, a Russian joint venture company with
Moscow City Telephone Company which will own and operate a subscriber
network in Moscow.

AT&T owns various controlling interests in joint ventures in the Czech
Republic, Hungary, Poland and the Slovak Republic which market key systems,
PBXs and related equipment.

AT&T owns AT&T Microelectronica de Espana S.A., a Spanish company
which manufactures integrated circuits.

In addition, AT&T, through joint ventures, operates manufacturing
facilities in Ireland, Korea, the People's Republic of China, Taiwan and
Thailand.

Latin America Region

AT&T owns four manufacturing companies in Mexico. One company
manufactures microelectronics products, a second company produces telephone
answering machines, a third company is being converted to manufacture
corded telephones and a fourth company repairs various items of AT&T's
consumer products business unit.

AT&T owns 51% of AT&T Elecon Telesistemas C.A., a Venezuelan joint
venture with Electra Finance, which manufactures copper cable for the
Venezuelan market.

AT&T owns 5% of VenWorld Telecom, C.A., a Venezuelan joint venture
company with GTE Corporation and three Venezuelan corporations, which owns
40% of the Venezuelan Post Telephone and Telegraph Company ("PT&T"),
Compania Anonima Nacional Telefonos de Venezuela ("CANTV").

Canada

AT&T owns 20% of Unitel Communications, Inc., a Canadian long distance
carrier.

AT&T Bell Laboratories

AT&T Bell Laboratories provides support to all business units. It
designs and develops new products, systems, software and services, and
carries out a broad program of fundamental research, to provide the
technology base for AT&T's future.

AT&T Bell Laboratories has made significant contributions to
information science and technology since its founding in 1925. These
contributions include the invention of the transistor, the development of
the nationwide microwave radio network, and the design and development of

- 9 -

integrated circuits and many types of lasers. Areas of AT&T Bell
Laboratories research and development work in recent years include
lightwave transmission, which offers greater transmission capacity than
other transmission systems; electronic switching technology, which enables
faster call processing, increased reliability and reduced network costs;
and microelectronics components, which bring the latest advantages of scale
of integration to the full range of products offered by AT&T.

Other advances achieved by AT&T Bell Laboratories include: the
development of the Karmarkar Algorithm, a mathematical optimization
technique which is being applied to the efficient layout of AT&T's long
distance telecommunications network; the development of optical amplifiers
that dramatically increase the distance messages can be transmitted
optically before they must be reamplified, and the invention of a
self-electro optic effect device ("SEED") useful for optical storage,
optical switching and optical logic, thus advancing the future of photonic
technologies; the development of polysilicon memory structures widely used
in dynamic random access memories ("DRAMS"); the development of speech
recognizers which provide for the human control of complex systems with
verbal commands; and improvements to AT&T's ACCUNET* T1.5 service (a
wideband, all-digital, customer-dedicated service that combines voice, data
and video communications) that permit customer control of reconfigurations.

AT&T Bell Laboratories also undertakes the architectural effort
required to see that AT&T products can be integrated within a framework of
national and international standards. An emphasis on use of the UNIX@
Operating System, "C" language and other software suited to open
architecture and easy connectivity facilitates this architectural effort.
AT&T Bell Laboratories has also made significant contributions to the
efficient coding of television pictures and to wireless communications
technology.

In order to increase focus on customers and to create more nimble
organizations, much of the AT&T Bell Laboratories systems engineering and
development resource has been more formally aligned with business units.
The newly aligned organizations remain AT&T Bell Laboratories, but they
receive day-to-day guidance from the business units they support.

Competition and Regulation

In the global information movement and management industry, AT&T
serves markets that are highly competitive and subject to rapid changes in
technology and customer needs. Regulatory and court decisions, as well as
new technology, have expanded the types of available information movement
and management services and products and increased the number of
competitors offering such services and products. Many of AT&T's
competitors are large companies which have substantial capital,
technological and marketing resources.

The FCC has ruled that most business and residential customers must
select a preferred long distance carrier. In the course of the conversion
to "equal access" by a telephone company (equal access permits a customer
to use the service of any available long distance carrier, without the need
to dial a special access code), customers that fail to select a carrier

____________
* Registered trademark of AT&T
@ Registered trademark of Novell, Inc.

- 10 -

will have one selected for them, based on the percentage distribution of
customers having made selections. During 1989, as a result of Federal
court orders, most owners of premises on which telephone company owned
public telephones are located selected a long distance carrier. Premises
owners who did not select a long distance carrier had a carrier selected
for them through an allocation process similar to that used for business
and residential customers.

The FCC's "price caps" system of regulation, which applies to AT&T's
residential and small business outbound services, and all inbound 800
services, is designed to maximize the incentive for AT&T to increase
productivity and lower costs and increases AT&T's flexibility to respond to
market conditions. AT&T's price capped services are subject to price
ceilings, defined by indices based on AT&T's price levels at the initiation
of price cap regulation and adjusted annually to reflect changes in
inflation and certain other costs of doing business. The price ceilings
for services are also subject to a 3% annual decrease, which reflects a
2.5% productivity level that the FCC says AT&T has achieved historically
plus an additional 0.5%. AT&T may raise prices of individual services, but
must stay within the ceilings overall. Generally AT&T is prohibited from
raising or lowering the overall price of particular service categories by
more than 5% annually.

In 1991, the FCC adopted an order in its "interexchange competition"
proceeding (CC Docket No. 90-132), confirming that the interexchange market
is largely competitive. As a result, the order streamlined the regulation
of most AT&T outbound business services. These services are no longer
subject to price cap regulation; AT&T can file tariff revisions for these
services on 14 days notice; and AT&T can offer individually negotiated
contract-based rates for these services. On May 21, 1993, following the
implementation of 800 number portability, the regulation of AT&T's 800
services, with the exception of 800 Directory Assistance Service, were
streamlined and AT&T was permitted to include these services in its
individually negotiated contracts.

Three bills have been introduced into Congress that concern the
telecommunications industry, two in the House of Representatives and one in
the Senate. One of the House bills, H.R. 3626, establishes the FCC and
U. S. Department of Justice tests the Regional Bell Operating Companies
("RBOCs") must meet before they can provide long distance service. These
tests vary with the segment of the long distance market the RBOC seeks to
enter. This bill also outlines the conditions for RBOC entry into
manufacturing of telecommunications equipment.

The second House bill, H.R. 3636, would require local telephone
companies ("LECs") to provide interconnection equal access to their
exchanges. In exchange, the LECs will be permitted to provide cable
television services.

The Senate bill, S. 1822, combines many of the features of the House
bills. It includes a test which the RBOCs must meet before they would be
permitted to provide long distance service. This test requires that there
"be no substantial possibility the RBOC could use its monopoly power to
impede competition" in the market it seeks to enter. In areas where the

- 11 -

RBOC provides local service, they must also prove that they face "actual
and demonstrable competition" before they could offer long distance
service. S. 1822 would also permit the RBOCs into manufacturing
immediately, but such activities would be subject to extensive post-entry
safeguards. Finally, like H.R. 3636, S. 1822 would permit the LECs to
enter the cable television market, but only in exchange for allowing
competitors into their local service market.

FINANCIAL SERVICES AND LEASING

The Company's operations in the financial services and leasing
industry are conducted through AT&T Capital Corporation ("AT&T Capital"), a
majority owned subsidiary of AT&T, and AT&T Universal Card Services Corp.
("AT&T Universal Card Services"), a wholly owned subsidiary of AT&T.

AT&T Capital

On November 19, 1992, the Company announced that AT&T Capital had
begun taking the legal and financial steps necessary to become more
financially independent of AT&T.

On August 4, 1993, an initial public offering combined with a
management stock offering took place, which totaled approximately 14
percent of AT&T Capital's common stock. As a result of the stock
offerings, approximately 86 percent of the outstanding common stock of AT&T
Capital is owned by AT&T indirectly through subsidiaries.

AT&T Capital is a full-service diversified equipment leasing and
finance company including captive programs, general and specialized leasing
throughout the United States and in Canada, Europe and Hong Kong.

AT&T Capital works side by side with AT&T and its affiliates to
provide customized financing for AT&T customers acquiring AT&T and
associated equipment. AT&T Capital also provides: financing in connection
with general equipment used by AT&T entities; the AT&T affiliate investment
recovery program; and AT&T's employee vehicle leasing program. AT&T
Capital's captive programs are partially dependent upon sales of products
by AT&T and its affiliates and the continued acceptance of these products
in the marketplace.

AT&T Capital's general and specialized financial products are
diversified. These financial products include: small and middle ticket
general equipment leasing, computer leasing and remarketing, comprehensive
fleet vehicle management and asset management.

AT&T Capital has expanded its international focus through equipment
leasing and financial services to customers in Canada, Europe, and Hong
Kong.

Competition

The leasing and finance industry is highly competitive. Participants
in the industry compete through price (including the ability to control
costs), risk management, innovation and customer service. Principal cost
factors include the cost of funds, the cost of selling to or acquiring new
end-user customers, and the cost of managing portfolios (including, for
example, billing, collection, property and sales tax, residual management,
etc.).

- 12 -

In its leasing and financing operations and programs, AT&T Capital
competes with captive or related leasing companies (such as General
Electric Capital Corporation and IBM Credit Corporation), independent
leasing companies (such as Comdisco, Inc.), certain banks engaged in
leasing, lease brokers and investment banking firms that arrange for the
financing of leased equipment, and manufacturers and vendors who lease
their own products to customers. In addition, AT&T Capital competes with
all banking and other financial institutions, manufacturers, vendors and
others who extend or arrange credit for the acquisition of equipment and,
in a sense, with the available cash resources of end-users (i.e., end-users
may use their available cash resources to purchase equipment otherwise
financeable by AT&T Capital). Many of the competitors of AT&T Capital are
large companies that have substantial capital, technological and marketing
resources; some of these competitors are significantly larger than AT&T
Capital and have access to capital at a lower cost.

The activities of AT&T Capital are partially dependent upon sales of
products by AT&T and its affiliates. AT&T is subject to substantial
competition in the broad markets in which it competes. Thus, there is no
assurance as to the volume of financing opportunities that will be
generated by sales or leases of equipment by AT&T and its affiliates.

AT&T Universal Card Services

AT&T Universal Card Services began operations in early 1990. The AT&T
Universal Card is a combined general-purpose consumer credit card and AT&T
Calling Card that at year-end had receivables in the amount of $9.2 billion
in 1993, $6.6 billion in 1992, $3.8 billion in 1991, and $1.6 billion in
1990. The AT&T Universal Card is offered directly through AT&T Universal
Financial Corp., a Utah industrial loan company which is wholly owned by
AT&T, and under an affinity relationship with Universal Bank in Columbus,
Georgia, a subsidiary of Synovus Financial Corp. AT&T Universal Card
Services provides marketing and customer support for the AT&T Universal
Card program and it purchases cardholder receivables from Universal Bank.

The consumer credit card industry is highly competitive and some
seasonality exists, with a higher number of purchases occurring during the
year-end holiday season. The Company believes that the AT&T Universal Card
program is one of the top two or three bankcard/credit card programs, based
on generally available industry information, and on the number of
cardholder accounts in the United States.

In May 1990, four major United States banks filed complaints with the
FCC alleging, among other things, that the AT&T Universal Card program
illegally discriminated against AT&T customers not holding AT&T Universal
Cards, as well as credit card issuers in that the AT&T Universal Card
program provides for a 10% discount on AT&T calling card rates. These
banks also filed petitions with the Federal Deposit Insurance Corporation
("FDIC"), the Federal Reserve Board ("FRB"), and the Georgia Department of
Banking and Finance alleging that the AT&T Universal Card program, in its
current form, violated certain banking laws and regulations. The Georgia
Department of Banking and Finance, the FDIC and the FRB considered these
complaints and decided not to take any action in connection with the AT&T
Universal Card program. On December 21, 1993, the FCC released its
Memorandum Opinion and Order concluding that there is no merit to the
arguments of the banks that the AT&T Universal Card venture is unlawful
under the Communications Act or the Commission's Rules and relevant
decisions.

- 13 -

On October 9, 1990, VISA U.S.A. announced changes in its affinity card
regulations which would limit the operations of affinity card programs.
VISA U.S.A. further announced that it will apply these rule changes on a
prospective basis, i.e., only to affinity card programs that commenced
after October 8, 1990. However, VISA U.S.A. stated that affinity card
programs which commenced prior to October 8, 1990, including the AT&T
Universal Card program, will be reviewed in the coming months to decide if
these new rules should be applied retroactively to such programs. On or
about November 29, 1990, VISA U.S.A. established a temporary moratorium, in
effect through June 4, 1991, on eligibility for membership in the VISA
association by financial institutions owned by nonbanking companies. VISA
U.S.A. noted that its moratorium on membership in VISA by financial
institutions owned by nonbanks also applies to the acquisition of an
existing member by a nonbanking organization. Under this moratorium, any
institution which would not be eligible to join VISA directly would be
precluded from joining indirectly through an acquisition, unless the
acquisition is approved by three-quarters of the VISA U.S.A. board of
directors. VISA U.S.A. deferred consideration of these matters until its
Board meeting of February 10-11, 1992, when it set aside the moratorium,
established an increased fee structure for new members and set forth new
affinity rules for card programs that commence after February 11, 1992. In
a briefing paper provided by VISA U.S.A. to the press, it confirmed that
the new membership rules have no impact on the AT&T Universal Card program.

OPERATING REVENUE AND RESEARCH AND DEVELOPMENT EXPENSE INFORMATION

For information about the consolidated operating revenues contributed
by the Company's major classes of products and services and about
consolidated research and development expenses, see revenue tables and
descriptions on pages 24 thru 27 and Consolidated Statements of Income on
page 31, of the Company's annual report to security holders for the year
ended December 31, 1993. Such information is incorporated herein by
reference, pursuant to General Instruction G(2).

EMPLOYEE RELATIONS

AT&T employs approximately 308,700 persons in its operations. About
35% of the employees of AT&T are represented by unions. Of those so
represented about 80% are represented by the Communications Workers of
America ("CWA"), which is affiliated with the AFL-CIO, about 19% by the
International Brotherhood of Electrical Workers ("IBEW"), which is also
affiliated with the AFL-CIO, and the remainder by other unions. Labor
agreements with these unions extend through May 27, 1995.

ENVIRONMENTAL MATTERS

The operations of the Company involve the release of materials to the
environment that are subject to regulation under environmental protection
laws. The Company is involved in a number of remedial actions to clean up
hazardous wastes in accordance with the Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA", or "Superfund"), the
Resource Conservation and Recovery Act ("RCRA") and state environmental
laws. Such statutes require that certain parties fund remedial actions
regardless of fault. During 1993, as in prior years, the Company has been
making capital expenditures for environmental control facilities.

- 14 -

An estimate of the costs of remedial actions or the amounts of capital
expenditures for future periods is subject to a number of uncertainties
including the following: the developing nature of administrative
regulations being promulgated under CERCLA, RCRA and other environmental
protection laws; the availability of other responsible parties at a site;
the availability of information regarding conditions at potential sites;
uncertainty as to how the laws and regulations may be applied to such
sites; multiple choices and costs associated with diverse technologies that
may be used in corrective actions at such sites; the eventual outcome of
claims for insurance coverage; and the time periods (which may be quite
lengthy) over which eventual remediation may occur. In the opinion of the
Company's management, capital expenditures and expenses in connection with
remedial actions to comply with the present environmental protection laws
will not have a material effect upon the Company's future expenditures,
earnings or competitive position beyond that provided for at year-end.

Item 2. Properties.

The properties of AT&T consist primarily of plant and equipment used
to provide long distance telecommunications services, manufacturing plants
at which the Company's products and systems are produced and administrative
office buildings.

Telecommunications plant and equipment consists of: central office
equipment, including switching and transmission equipment; connecting lines
(cables, wires, poles, conduits, etc.); land and buildings; and
miscellaneous properties (work equipment, furniture, plant under
construction, etc.). The majority of the connecting lines are on or under
public roads, highways and streets and international and territorial
waters. The remainder are on or under private property.

AT&T operates 97 manufacturing facilities located throughout the
United States and abroad which at December 31, 1993, had a total of about
33 million square feet. Approximately 30 million square feet are in owned
facilities and the remaining 3 million square feet are in leased premises.
Some of the non-U.S. operations are operated through joint ventures with
other parties (see the discussion of international alliances and ventures
contained in Item 1. Business). AT&T also operates a number of sales
offices, service, repair and distribution centers, and other facilities,
such as research and development laboratories.

AT&T continues to manage the deployment and utilization of its assets
in order to meet its global growth objectives while at the same time,
ensuring that these assets are generating economic value added for the
shareholder. AT&T will continue to manage its asset base consistent with
globalization initiatives, marketplace forces, productivity growth and
technology change.

- 15 -

A substantial number of the administrative offices of AT&T are in
leased buildings. Substantially all of the important communications
facilities are in buildings owned by AT&T or leased from the regional
holding companies created at divestiture. Substantially all of the major
manufacturing plants and major centers are in owned buildings. Many of the
smaller facilities are in rented quarters. Most of the important buildings
are on land held in fee, but a few are on land held under long-term leases.

Item 3. Legal Proceedings.

In the normal course of business, AT&T is subject to proceedings,
lawsuits and other claims, including proceedings under government laws and
regulations related to environmental and other matters. Such matters are
subject to many uncertainties and outcomes are not predictable with
assurance. Consequently, AT&T is unable to ascertain the ultimate
aggregate amount of monetary liability or financial impact with respect to
these matters at December 31, 1993. While these matters could affect
operating results of any one quarter when resolved in future periods, it
is management's opinion that after final disposition, any monetary
liability or financial impact to AT&T beyond that provided for at year-end
would not be material to AT&T's annual consolidated financial statements.

On July 31, 1991, the United States Environmental Protection Agency
Region III issued a complaint pursuant to Section 3008a of the Resource
Conservation and Recovery Act alleging violations of various waste
management regulations at the Company's Richmond Works, Richmond, Virginia.
The complaint seeks a total of $4,184,304 in penalties. The Company is
contesting both liability and the penalties.

In addition, on July 31, 1991, the United States Environmental
Protection Agency filed a civil complaint in the U.S. District Court for
the Southern District of Illinois against the Company and nine other
parties seeking enforcement of its CERCLA Section 106 cleanup order, issued
in November 1990 for the NL Granite City Superfund site, Granite, Illinois,
past costs, civil penalties of $25,000 per day and treble damages related
to certain United States' costs. The Company is contesting liability.

On January 31, 1994, the Company pleaded guilty to a misdemeanor and
paid a fine of $175,000 in connection with environmental violations at the
Company's facilities in Reading, Pennsylvania.

The foregoing environmental proceedings are not material to the
consolidated financial statements or business of the Company and would not
be reported but for Instruction 5 C. of Item 103 of Regulation S-K, which
requires disclosure of such matters.

See also the discussion herein in Item 1. Business, for additional
information about environmental matters.

Item 4. Submission of Matters to a Vote of Security Holders.

No matter was submitted to a vote of security holders in the fourth
quarter of the fiscal year covered by this report.

- 16 -

Executive Officers of the Registrant
(as of February 1, 1994)
Became
AT&T
Executive
Officer
Name Age on

Robert E. Allen* ....... 59 Chairman of the Board and Chief
Executive Officer ............ 9-86
Richard S. Bodman ...... 55 Senior Vice President, Corporate
Strategy and Development ..... 8-90
Harold W. Burlingame ... 53 Senior Vice President, Human
Resources .................... 9-86
Robert M. Kavner ....... 50 Executive Vice President AT&T
and Chief Executive Officer,
Multimedia Products and
Services Group ............... 3-89
Marilyn Laurie ......... 54 Senior Vice President, Public
Relations and Employee
Information .................. 2-87
Alex J. Mandl .......... 50 Executive Vice President AT&T
and Chief Executive Officer,
Communications Services Group 8-91
William B. Marx, Jr. ... 54 Executive Vice President AT&T
and Chief Executive Officer,
Network Systems Group ........ 7-89
John S. Mayo ........... 63 President, AT&T Bell
Laboratories ................. 7-91
Richard W. Miller ...... 53 Executive Vice President AT&T
and Chief Financial Officer .. 8-93
Victor A. Pelson** ..... 56 Executive Vice President AT&T
and Chairman Global Operations
Team ......................... 3-89
Jerre L. Stead ......... 51 Executive Vice President AT&T and
Chief Executive Officer, AT&T
Global Information Solutions
Company ...................... 9-91
Sam R. Willcoxon ....... 63 Group Executive AT&T and
President, Telephone Pioneers
of America ................... 3-89
John D. Zeglis ......... 46 Senior Vice President - General
Counsel and Government
Affairs ...................... 9-86

____________
*Member of the Board of Directors and Chairman of the Executive
and Proxy Committees.
**Member of the Board of Directors.

All of the above executive officers have held high level managerial
positions with AT&T or its affiliates for more than the past five years,
except Messrs. Bodman, Mandl, Miller and Stead who have been officers of
AT&T since August 23, 1990, August 1, 1991, August 9, 1993 and September 1,
1991, respectively. Mr. Bodman was President of Washington National
Investment Corp., an investment company, for more than five years prior to
joining AT&T. Prior to joining AT&T, Mr. Mandl was Chairman and Chief
Executive Officer of Sea-Land Service, Inc., an ocean transportation and
distribution services company, for three years. Prior to becoming an

- 17 -

executive officer of AT&T, Mr. Miller was with Wang Laboratories, Inc. from
1989 through 1993 serving as President and Chief Operating Officer and
later as Chairman, President and Chief Executive Officer. Prior to that,
Mr. Miller held several Executive Management positions with RCA and General
Electric. Prior to becoming Chief Executive Officer of AT&T Global
Information Solutions, Mr. Stead was President of AT&T Business
Communication Systems for two years. Mr. Stead was with Square D Company,
a worldwide leader in industrial control and electronical distribution
products, systems and services, from 1987 to 1991. He became president of
Square D in 1987, and was elected to the additional positions of chief
executive officer and chairman of the board in 1989.

Officers are not elected for a fixed term of office but hold office
until their successors have been elected.

PART II

Items 5 through 8.

The information required by these items is included in pages 21
through 44 and on the inside back cover of the Company's annual report to
security holders for the year ended December 31, 1993. The referenced
pages of the Company's annual report to security holders have been filed as
Exhibit 13 to this document. Such information is incorporated herein by
reference, pursuant to General Instruction G(2).

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

There have been no changes in independent auditors and no
disagreements with independent auditors on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope
or procedure during the last two years.

PART III

Items 10 through 13.

Information regarding executive officers required by Item 401 of
Regulation S-K is furnished in a separate disclosure in Part I of this
report because the Company did not furnish such information in its
definitive proxy statement prepared in accordance with Schedule 14A.

The other information required by Items 10 through 13 is included in
the Company's definitive proxy statement dated March 1, 1994, on page 6,
the first paragraph on page 7, the last paragraph on page 7 through
page 13, and the last paragraph on page 42 through page 56. Such
information is incorporated herein by reference, pursuant to General
Instruction G(3).

- 18 -

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a) Documents filed as a part of the report:

(1) Financial Statements:
Pages
Report of Management ................................ *
Report of Independent Auditors ...................... *

Statements:

Consolidated Statements of Income ............... *
Consolidated Balance Sheets ..................... *
Consolidated Statements of Cash Flows ........... *
Notes to Consolidated Financial Statements ...... *

(2) Financial Statement Schedules:

Report of Independent Auditors ...................... 22

Schedules:

II--Amounts Receivable from Related Parties and
Underwriters, Promoters, and Employees
Other than Related Parties................... 23
V--Property, Plant and Equipment ................. 28
VI--Accumulated Depreciation ...................... 32
VIII--Valuation and Qualifying Accounts ............. 34
IX--Debt Maturing Within One Year ................. 36
X--Supplementary Income Statement Information .... 37

Schedules other than those listed above have been
omitted because such schedules are not required or
applicable.

Separate financial statements of subsidiaries not
consolidated and 50 percent or less owned persons are
omitted since no such entity constitutes a
"significant subsidiary" pursuant to the provisions of
Regulation S-X, Article 3-09.

____________
*Incorporated herein by reference to the appropriate portions of the
Company's annual report to security holders for the year ended
December 31, 1993. (See Part II.)

- 19 -
(3) Exhibits:

Exhibits identified in parentheses below, on file with
the Securities and Exchange Commission ("SEC"), are
incorporated herein by reference as exhibits hereto.

Exhibit
Number

(3)a Restated Certificate of Incorporation of the
registrant, dated January 10, 1989, Certificate of
Change to Restated Certificate of Incorporation dated
March 18, 1992, and Certificate of Amendment to
Restated Certificate of Incorporation dated June 1,
1992 (Exhibit 4B to Form SE dated July 21, 1992, File
No. 1-1105).

(3)b By-Laws of the registrant, as amended April 20, 1993
(Exhibit 3.02 to Form S-4 dated February 1, 1994
Registration No. 33-52119, File No. 1-1105).

(4) No instrument which defines the rights of holders of
long term debt, of the registrant and all of its
consolidated subsidiaries, is filed herewith pursuant
to Regulation S-K, Item 601(b)(4)(iii)(A). Pursuant to
this regulation, the registrant hereby agrees to
furnish a copy of any such instrument to the SEC upon
request.

(10)(iii)(A)1 AT&T Short Term Incentive Plan as amended December 16,
1992 (Exhibit (10)(iii)(A)1 to Form SE, dated
March 24, 1993, File No. 1-1105).

(10)(iii)(A)2 AT&T 1987 Long Term Incentive Program as amended
July 17, 1989 (Exhibit (10)(iii)(A)2 to Form SE dated
March 24, 1993, File No. 1-1105).

(10)(iii)(A)3 AT&T Senior Management Individual Life Insurance
Program dated January 1, 1987 (Exhibit (10)(iii)(A)1 to
Form SE, dated March 25, 1987, File No. 1-1105).

(10)(iii)(A)4 AT&T Senior Management Long Term Disability and
Survivor Protection Plan dated February 23, 1984
(Exhibit (10)(iii)(A)1 to Form SE, dated February 21,
1986, File No. 1-1105).

(10)(iii)(A)5 AT&T Senior Management Financial Counseling Program
dated March 14, 1994.

(10)(iii)(A)6 AT&T Deferred Compensation Plan for Non-Employee
Directors, as amended December 15, 1993.

(10)(iii)(A)7 AT&T Directors Individual Life Insurance Program dated
January 1, 1987 (Exhibit (10)(iii)(A)3 to Form SE,
dated March 25, 1987, File No. 1-1105).

- 20 -

Exhibit
Number

(10)(iii)(A)8 AT&T Plan for Non-Employee Directors' Travel Accident
Insurance (Exhibit (10)(iii)(A)8 to Form 10-K for 1990,
File No. 1-1105).

(10)(iii)(A)9 Extract from AT&T (formerly Bell System) Management
Pension Plan regarding limitations on and payments of
pension amounts which exceed the limitations contained
in The Employee Retirement Income Security Act, with
amendments effective October 1, 1985 (Exhibit
(10)(iii)(A)2 to Form SE, dated February 21, 1986, File
No. 1-1105).

(10)(iii)(A)10 AT&T Non-Qualified Pension Plan, (with amendments
effective June 1, 1988) (Exhibit 10(iii)(A)10 to
Form SE, dated March 26, 1990, File No. 1-1105).

(10)(iii)(A)11 AT&T Senior Management Incentive Award Deferral Plan,
as amended December 18, 1991.

(10)(iii)(A)12 AT&T Mid-Career Hire Program revised effective January
1, 1988, including AT&T Mid-Career Pension Plan, as
amended May 15, 1985 (Exhibit (10)(iii)(A)4 to Form SE,
dated March 25, 1988, File No. 1-1105).

(10)(iii)(A)13 AT&T 1984 Stock Option Plan, as modified December 19,
1984 (Exhibit 10(t) to Form SE, dated February 27,
1985, File No. 0-13247).

(10)(iii)(A)14 Form of Indemnification Contract for Officers and
Directors (Exhibit (10)(iii)(A)6 to Form SE, dated
March 25, 1987, File No. 1-1105).

(10)(iii)(A)15 Pension Plan for AT&T Non-Employee Directors revised
February 20, 1989.

(10)(iii)(A)16 AT&T Senior Management Basic Life Insurance Program
(Exhibit (10)(iii)(A)16 to Form 10-K for 1990, File No.
1-1105).

(10)(iii)(A)17 Form of AT&T Benefits Protection Trust Agreement
(Exhibit (10)(iii)(A)17 to Form SE, dated March 25,
1992, File No. 1-1105).

(10)(iii)(A)18 Employment Agreement between American Telephone and
Telegraph Company and Alex J. Mandl dated August 1,
1991.

(10)(iii)(A)19 Employment Agreement between American Telephone and
Telegraph Company and Jerre L. Stead dated July 31,
1991, supplemented October 18, 1991 and March 29, 1993.

- 21 -

Exhibit
Number

(12) Computation of Ratio of Earnings to Fixed Charges.

(13) Specified portions (pages 21 through 44 and the inside
back cover) of the Company's Annual Report to security
holders for the year ended December 31, 1993.

(21) List of subsidiaries of AT&T.

(23) Consent of Coopers & Lybrand.

(24)a Powers of Attorney executed by officers and directors
who signed this report.

(24)b Board of Directors' Resolution.

Annual reports on Forms 11-K for the AT&T Long Term Savings
Plan for Management Employees, the AT&T Long Term Savings and
Security Plan, the AT&T Retirement Savings and Profit Sharing
Plan and the NCR Corporation Savings Plan will be filed
separately, on or before April 29, 1994.

AT&T will furnish, without charge, to a security holder upon
request a copy of the annual report to security holders and the
proxy statement, portions of which are incorporated herein by
reference thereto. AT&T will furnish any other exhibit at cost.

(b) Reports on Form 8-K:

Forms 8-K dated August 16, 1993, as amended, and October 8,
1993 were filed pursuant to Item 5. (Other Events) and Item 7.
(Financial Statements, Pro Forma Financial Information and
Exhibits), and Form 8-K dated December 30, 1993 was filed
pursuant to Item 5. (Other Events).

- 22 -

REPORT OF INDEPENDENT AUDITORS

To the Shareowners of American Telephone and Telegraph Company:

Our report on the consolidated financial statements of American
Telephone and Telegraph Company and subsidiaries has been incorporated by
reference in this Form 10-K from page 30 of the 1993 Annual Report to the
Shareowners of American Telephone and Telegraph Company. In connection
with our audits of such financial statements, we have also audited the
related consolidated financial statement schedules listed in the index on
page 18 of this Form 10-K.

In our opinion, the consolidated financial statement schedules
referred to above, when considered in relation to the basic financial
statements taken as a whole, present fairly, in all material respects, the
information required to be included therein.

As discussed in our report referred to above and in Note 2 to the
consolidated financial statements, in 1993 the Company changed its methods
of accounting for postretirement benefits, postemployment benefits and
income taxes.

COOPERS & LYBRAND

1301 Avenue of the Americas
New York, New York
January 27, 1994

- 23 -

Schedule II--Sheet 1

AMERICAN TELEPHONE AND TELEGRAPH COMPANY
AND ITS CONSOLIDATED SUBSIDIARIES

SCHEDULE II--AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS, PROMOTERS, AND EMPLOYEES OTHER
THAN RELATED PARTIES

- --------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- --------------------------------------------------------------------------------------------------------------------------
Balance at
Balance at Deductions End of Period
Name of Debtor Beginning Additions --------------------------------------------------
of Period (1) (2) (1) (2)
Amounts Amounts
Collected Written Off Current Not Current
- --------------------------------------------------------------------------------------------------------------------------

Year 1993

Thomas C. Wajnert (a) $200,000 $ 0 $ 0 $ 0 $ 50,000 $ 150,000
(f) 0 2,616,403 3,580 0 2,612,823
Richard A. McGinn (b) 300,000 305,590 605,590 0 0 0
David K. Hunt (c) 0 1,200,000 350,000 0 0 850,000
Ron J. Ponder (d) 0 550,800 0 0 200,800 350,000
Daniel L. Clark (e) 0 340,000 0 0 113,333 226,667

<FN>

The Notes on Sheets 4 and 5 are an integral part of this schedule.

- 24 -

Schedule II--Sheet 2

AMERICAN TELEPHONE AND TELEGRAPH COMPANY
AND ITS CONSOLIDATED SUBSIDIARIES

SCHEDULE II--AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS, PROMOTERS, AND EMPLOYEES OTHER
THAN RELATED PARTIES

Edward Andrews (f) $ 0 $ 714,418 $ 4,506 $ 0 $ 0 $ 709,912
William Bridges (f) 0 168,527 266 0 0 168,261
Sterling Chadwick (f) 0 690,577 3,780 0 0 686,797
Frank Chartier (f) 0 457,226 3,125 0 0 454,101
Edward Cherney (f) 0 1,094,723 1,870 0 0 1,092,853
Nicholas Cyprus (f) 0 478,715 755 0 0 477,960
Michael DeBernardi (f) 0 451,366 2,847 0 0 448,519
George Deehan (f) 0 756,198 477 0 0 755,721
Edward Dwyer (f) 0 478,715 755 0 0 477,960
Geraldine Gold (f) 0 544,993 1,827 0 0 543,166
Timothy Hammill (f) 0 645,898 1,068 0 0 644,830
Ann Henry (f) 0 146,534 231 0 0 146,303
Robert Ingato (f) 0 149,475 236 0 0 149,239
Michelle Langstaff (f) 0 290,149 458 0 0 289,691
Madelyn Law (f) 0 283,574 485 0 0 283,089
G. Daniel McCarthy (f) 0 896,872 1,414 0 0 895,458
Kenneth Miltenberger (f) 0 488,987 3,084 0 0 485,903
Ruth Morey (f) 0 817,744 5,158 0 0 812,586

<FN>

The Notes on Sheets 4 and 5 are an integral part of this schedule.

- 25 -

Schedule II--Sheet 3

AMERICAN TELEPHONE AND TELEGRAPH COMPANY
AND ITS CONSOLIDATED SUBSIDIARIES

SCHEDULE II--AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS, PROMOTERS, AND EMPLOYEES OTHER
THAN RELATED PARTIES

Year 1993

Judith Pfister (f) $ 0 $ 132,736 $ 0 $ 0 $ 0 $ 132,736
Irving Rothman (f) 0 1,121,106 1,768 0 0 1,119,338
Derek Soper (f) 0 871,665 6,029 0 0 865,636
Maureen Tart (f) 0 896,871 1,414 0 0 895,457
James Tenner (f) 0 642,481 366 0 0 642,115
Charles Van Sickle (f) 0 989,212 5,415 0 0 983,797
Charles Whittaker (f) 0 149,475 205 0 0 149,270
Carolyn Zachary (f) 0 146,534 802 0 0 145,732
William Zadrozny (f) 0 666,490 599 0 0 665,891

Year 1992

Thomas C. Wajnert (a) $200,000 -- -- -- -- $ 200,000
Richard A. McGinn (b) -- $ 600,000 $300,000 -- $300,000 --

Year 1991

Thomas C. Wajnert (a) -- $ 200,000 -- -- -- $ 200,000

<FN>
The Notes on Sheets 4 and 5 are an integral part of this schedule.

- 26 -

Schedule II--Sheet 4

AMERICAN TELEPHONE AND TELEGRAPH COMPANY
AND ITS CONSOLIDATED SUBSIDIARIES

SCHEDULE II--AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS, PROMOTERS, AND EMPLOYEES OTHER
THAN RELATED PARTIES
<FN>
____________

(a) On September 20, 1991, AT&T granted a demand loan of $200,000 with interest compounded monthly to Thomas J. Wajnert,
Chairman of the Board and Chief Executive Officer--AT&T Capital Corporation (a subsidiary of AT&T), as a result of a
compensation negotiation between AT&T and Mr. Wajnert. The interest rate for any month in which there is an unpaid
balance shall be the rate established by the Internal Revenue Service ("IRS"), under Section 1274(d) of the Internal
Revenue Code, as the applicable Federal short-term interest rate in effect for such month (3.8% for December 1993, 4%
for December 1992).

Mr. Wajnert made two interest payments on each of the following dates: 9/30/92 and 9/30/93. Principal payments of
$50,000 each plus accumulated interest are due and payable on the following four dates: 9/30/94, 9/30/95, 9/30/96 and
9/30/97.

(b) On September 23, 1992, AT&T granted Richard A. McGinn, President and Chief Operating Officer--Network Systems Group, a
$300,000 demand loan for a period of 150 days with interest compounded monthly at the interest rate established by the
IRS, under Section 1274(d) of the Internal Revenue Code, as the applicable Federal short-term interest rate. This loan
was paid in full in October 1992.

On December 7, 1992, AT&T granted Mr. McGinn a 150 day demand loan for $300,000 with interest compounded monthly based
on the rate established by the IRS as the applicable Federal short-term interest rate (4% for December 1992). Full
repayment of principal and interest was due and payable on 5/5/93.

On May 26, 1993, AT&T granted Mr. McGinn a demand loan in the amount of $305,590 with interest compounded monthly on the
unpaid balance to satisfy the principal and interest on the December 7, 1992 loan. The interest rate for any month in
which there was an unpaid balance was the rate established by the IRS, under Section 1274(d) of the Internal Revenue
Code, as the applicable Federal short-term interest rate in effect for such month (3.8% for December 1993). Full
repayment of principal and interest was made on 12/31/93.

(c) On May 7, 1993, AT&T granted a loan of $1,200,000 with an interest rate of 5.33% compounded monthly to David K. Hunt,
President and Chief Executive Officer--Universal Card Services, to exercise stock options at his former employer, Signet
Banking Corp. On 7/14/93, Mr. Hunt repaid $350,000 in principal and $12,074 in interest. He rolled over the balance of
$850,000 into two new loans.
a) $701,000 effective 7/15/93 with interest compounded monthly on the unpaid balance. The loan was to exercise stock
options at Signet Banking Corp. Payment on this loan consists of two installments. The first payment of $350,500 plus
interest is due on 7/15/96. The second payment of $350,500 plus interest is due on 7/15/98. This loan is secured by
52,720 shares of Signet Banking Corp. common stock.
b) $149,000 effective 7/15/93 with interest compounded monthly on the unpaid balance. The loan was to pay taxes on
the stock option exercise. Principle plus interest is due on 7/15/95.

The interest rate on these loans for any month in which there is an unpaid balance shall be the rate established by the
IRS, under Section 1274(d) of the Internal Revenue Code, as the applicable Federal mid-term interest rate in effect for
the month of July 1993 (5.4%).

- 27 -

Schedule II--Sheet 5

AMERICAN TELEPHONE AND TELEGRAPH COMPANY
AND ITS CONSOLIDATED SUBSIDIARIES

SCHEDULE II--AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS, PROMOTERS, AND EMPLOYEES OTHER
THAN RELATED PARTIES

<FN>

____________

(d) On July 1, 1993, AT&T granted an interest free loan of $200,800 to Ron J. Ponder, Senior Vice President AT&T and Chief
Information Officer, for monies owed to his former employer U.S. Sprint. Full repayment of the principle balance shall
be due and payable on 6/30/94 (one year from the effective date of the loan).

On July 30, 1993, AT&T granted an interest free loan of $350,000 to Ron J. Ponder to purchase a home. Full repayment of
the principle balance shall be due and payable on 7/30/98 (five years from the effective date of the loan).

(e) On November 17, 1993, AT&T granted a loan of $340,000 plus interest compounded monthly to Daniel L. Clark, Vice
President--Consumer Communications Services, for monies owed to his former employer MCI, Inc. ("MCI"). Mr. Clark was
required to pay off his loan from MCI prior to working for AT&T. Payments of $113,333.33 plus accumulated interest are
due on the following dates: 11/1/94, 11/1/95 and 11/1/96. The interest rate for any month in which there is an unpaid
balance shall be the rate established by the IRS, under Section 1274(d) of the Internal Revenue Code, as the applicable
Federal mid-term interest rate in effect for the month of November 1993 (4.8%).

(f) The loans, made by AT&T Capital Corporation to its managers, represent seven year full recourse loans bearing interest
at a rate of 6% per annum payable at maturity, except to the extent mandatory payments of interest are required by the
AT&T Capital Corporation 1993 Leveraged Stock Purchase Plan ("LSPP"). The loans were made to participants in the AT&T
Capital Corporation LSPP to fund a significant portion of the purchase price of equity securities of AT&T Capital
Corporation. The purchased shares are pledged to AT&T Capital Corporation to secure repayment of the loan.

- 28 -

Schedule V--Sheet 1

AMERICAN TELEPHONE AND TELEGRAPH COMPANY
AND ITS CONSOLIDATED SUBSIDIARIES

SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT

(Millions of Dollars)

- ---------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- ---------------------------------------------------------------------------------------------------------------------------
Balance at Other Balance at
Beginning Additions Retire- Changes End of
Classification of Period at Cost (a) ments Add(Deduct)(b) Period
- ---------------------------------------------------------------------------------------------------------------------------
Year 1993

Land and improvements ..................... $ 690 $ 10 $ 12 $ 58 $ 746

Buildings and improvements ................ 8,243 466 197 0 8,512

Machinery, electronic and other
equipment ............................... 31,117 3,481(c) 2,531(d) (432) 31,635
------- ------ ------ ----- -------

Total (e) ............................... $40,050 $3,957 $2,740 $(374) $40,893
======= ====== ====== ===== =======

<FN>
The Notes on Sheet 4 are an integral part of this Schedule.

- 29 -

Schedule V--Sheet 2

AMERICAN TELEPHONE AND TELEGRAPH COMPANY
AND ITS CONSOLIDATED SUBSIDIARIES

SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT

(Millions of Dollars)

Year 1992

Land and improvements ..................... $ 684 $ 23 $ 8 $ (9) $ 690

Buildings and improvements ................ 8,229 406 89 (303) 8,243

Machinery, electronic and other
equipment ............................... 30,979 3,814(c) 3,432(d) (244) 31,117
------- ------ ------ ----- -------

Total (e) ............................... $39,892 $4,243 $3,529 $(556) $40,050
======= ====== ====== ===== =======

<FN>
The Notes on Sheet 4 are an integral part of this Schedule.

- 30 -

Schedule V--Sheet 3

AMERICAN TELEPHONE AND TELEGRAPH COMPANY
AND ITS CONSOLIDATED SUBSIDIARIES

SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT

(Millions of Dollars)

Year 1991

Land and improvements ..................... $ 652 $ 6 $ 2 $ 28 $ 684

Buildings and improvements ................ 8,302 365 185 (253) 8,229

Machinery, electronic and other
equipment ............................... 32,492 3,722(c) 4,962(d) (273) 30,979
------- ------ ------ ----- -------

Total (e) ............................... $41,446 $4,093 $5,149 $(498) $39,892
======= ====== ====== ===== =======

<FN>
The Notes on Sheet 4 are an integral part of this Schedule.

- 31 -

Schedule V--Sheet 4

AMERICAN TELEPHONE AND TELEGRAPH COMPANY

AND ITS CONSOLIDATED SUBSIDIARIES

SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT

(Millions of Dollars)

(a) The additions shown in column C are stated at original cost
plus capitalized interest.

(b) Includes changes in lease classification, reclassifications
between accounts, currency translation adjustments and, in
1993, relating to the consolidation of the $137 USG
investment, and in 1992, $57 relating to the merger with
Teradata.

(d) Includes retirements of telecommunications network plant of
approximately $1,400, $2,000 and $3,100 in 1993, 1992 and
1991, respectively.

(e) See Note (1) to the Consolidated Financial Statements for a
description of depreciation policies.

- 32 -

Schedule VI--Sheet 1

AMERICAN TELEPHONE AND TELEGRAPH COMPANY
AND ITS CONSOLIDATED SUBSIDIARIES

SCHEDULE VI - ACCUMULATED DEPRECIATION

(Millions of Dollars)

- -----------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- -----------------------------------------------------------------------------------------------------------------------
Additions
Balance at Charged to Other Balance at
Beginning Costs and Retire- Changes End of
Description of Period Expenses ments Add(Deduct)(a) Period
- -----------------------------------------------------------------------------------------------------------------------
Year 1993

Land improvements ......................... $ 97 $ 8 $ 7 $ 8 $ 106
Buildings and improvements ................ 2,990 312 80 41 3,263
Machinery, electronic and other
equipment ............................... 17,605 3,306 2,471 (313) 18,127
------- ------ ------ ------ -------
Total ................................... $20,692 $3,626 $2,558 $(264)(b) $21,496
======= ====== ====== ====== =======

Year 1992
Land improvements ......................... $ 128 $ 6 $ -- $ (37) $ 97
Buildings and improvements ................ 2,234 266 112 602 2,990
Machinery, electronic and other
equipment ............................... 18,841 3,268 3,351 (1,153) 17,605
------- ------ ------ ------- -------
Total ................................... $21,203 $3,540 $3,463 $ (588)(b) $20,692
======= ====== ====== ======= =======

<FN>
The Notes on Sheet 2 are an integral part of this Schedule.

/TABLE

- 33 -

Schedule VI--Sheet 2

AMERICAN TELEPHONE AND TELEGRAPH COMPANY
AND ITS CONSOLIDATED SUBSIDIARIES

SCHEDULE VI - ACCUMULATED DEPRECIATION

(Millions of Dollars)

Land improvements ......................... $ 121 $ 5 $ -- $ 2 $ 128
Buildings and improvements ................ 2,912 356 177 (857) 2,234
Machinery, electronic and other
equipment ............................... 19,752 3,484 4,765 370 18,841
------- ------ ------ ------- -------
Total ................................... $22,785 $3,845 $4,942 $ (485)(b) $21,203
======= ====== ====== ======= =======
<FN>

____________

(a) Includes changes in lease classification, reclassifications between accounts, and currency translation adjustments.

(b) Includes $(67) in 1993, $(232) in 1992 and $(193) in 1991 for the utilization of reserves established in 1988 for
costs associated with the accelerated digitization of AT&T's telecommunications network.

- 34 -

Schedule VIII--Sheet 1

AMERICAN TELEPHONE AND TELEGRAPH COMPANY
AND ITS CONSOLIDATED SUBSIDIARIES

SCHEDULE VIII--VALUATION AND QUALIFYING ACCOUNTS

(Millions of Dollars)

- -----------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- -----------------------------------------------------------------------------------------------------------------------
Additions
------------------------
(1) (2)
Balance at Charged to Charged Balance
Beginning Costs and to Other at End
Description of Period Expenses Accounts Deductions(a) of Period
- -----------------------------------------------------------------------------------------------------------------------
Year 1993

Allowances for doubtful accounts (b) ..... $ 982 $1,635 $66(c) $1,495 $1,188
Reserves related to business
restructuring and facility
consolidation (d) ...................... $2,006 $ 416 $ 5 $ 987(e) $1,440

Year 1992

Allowances for doubtful accounts (b) ..... $1,024 $1,945 $31(c) $2,018 $ 982
Reserves related to business
restructuring, including force
and facility consolidation (d) ......... $2,792 $ 64 $ 8 $ 858 $2,006

<FN>
The Notes on Sheet 2 are an integral part of this Schedule.

- 35 -

Schedule VIII--Sheet 2

AMERICAN TELEPHONE AND TELEGRAPH COMPANY
AND ITS CONSOLIDATED SUBSIDIARIES

SCHEDULE VIII--VALUATION AND QUALIFYING ACCOUNTS

(Millions of Dollars)

Year 1991

Allowances for doubtful accounts (b) ..... $ 592 $1,233 $ 7(c) $ 808 $1,024
Reserves related to business
restructuring, including force
and facility consolidation (d) ......... $ 536 $3,067 $-- $ 811 $2,792

<FN>

____________

(a) Amounts written off as uncollectible, payments and reversals.
(b) Includes allowances for doubtful accounts on long-term receivables of $185, $153 and $88 in 1993, 1992 and 1991,
respectively (included in Finance receivables in the Consolidated Balance Sheets).
(c) Amounts previously written off which were credited directly to this account when recovered.
(d) Included primarily in Other current liabilities and in Other liabilities in the Consolidated Balance Sheets.
(e) Upon adoption in 1993 of Statement of Financial Accounting Standards No. 112, "Employers' Accounting for
Postemployment Benefits," $412 of business restructuring reserves established before 1993 were reclassified to
postemployment benefit liabilities.

- 36 -

AMERICAN TELEPHONE AND TELEGRAPH COMPANY
AND ITS CONSOLIDATED SUBSIDIARIES

SCHEDULE IX--DEBT MATURING WITHIN ONE YEAR

(Millions of Dollars)

- ------------------------------------------------------------------------------

COL. A COL. B COL. C
- ------------------------------------------------------------------------------

Weighted
Amount Average
at December 31 Interest Rate
-------------------------- ----------------------
1993 1992 1991 1993 1992 1991
------ ------ ------ ------ ------ ------

Notes Payable:
Commercial paper ... $ 8,761 $6,053 $4,775 3.3% 3.8% 6.0%
Other notes ........ 231 281 384 10.0% 10.9% 10.6%
Current portion of
long-term lease
obligations ........ 52 108 92
Current portion of
long-term debt ..... 1,860 1,158 1,802
------- ------ ------
Total(a) .... $10,904 $7,600 $7,053
======= ====== ======

Amount for the Year
1993 1992 1991
------ ------ ------

Average amounts of
Notes Payable
outstanding during
the year ........... $8,010 $5,117 $4,299 3.7%(b) 4.4%(b)6.8%(b)

Maximum amounts of
Notes Payable at
any month end
during the year .... $9,959 $6,334 $5,159

____________

(a) See Note (5) to the Consolidated Financial Statements.
(b) Computed by dividing the average face amount of notes payable into the
aggregate related interest expense.

- 37 -

AMERICAN TELEPHONE AND TELEGRAPH COMPANY
AND ITS CONSOLIDATED SUBSIDIARIES

SCHEDULE X--SUPPLEMENTARY INCOME STATEMENT INFORMATION

(Millions of Dollars)

- -----------------------------------------------------------------------------
COL. A COL. B
- -----------------------------------------------------------------------------
Item Charged to Costs and Expenses
- -----------------------------------------------------------------------------

1993 1992 1991
-------- -------- --------

Maintenance and repairs .................... $2,187 $2,164 $1,842

Taxes, other than payroll and income taxes . $ 657 $ 702 $ 710

Advertising ................................ $1,665 $1,270 $1,244

- 38 -

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

AMERICAN TELEPHONE AND TELEGRAPH COMPANY

By S. L. Prendergast
Vice President and Treasurer

March 24, 1994

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.

Principal Executive Officer: #
#
Robert E. Allen Chairman #
of the Board #
#
#
Principal Financial Officer: #
#
Richard W. Miller Chief Financial #
Officer #
#
Principal Accounting Officer: #
#
Maureen B. Tart Vice President ## By S. L. Prendergast
and Controller # (attorney-in-fact)*
#
Directors: #
# March 24, 1994
Robert E. Allen #
M. Kathryn Eickhoff #
Walter Y. Elisha #
Philip M. Hawley #
Carla A. Hills #
Belton K. Johnson #
Drew Lewis #
Donald F. McHenry #
Victor A. Pelson #
Donald S. Perkins #
Henry B. Schacht #
Michael I. Sovern #
Franklin A. Thomas #
Joseph D. Williams #
Thomas H. Wyman #

EXHIBIT INDEX

The exhibits identified in parentheses below, on file with the SEC,
are incorporated herein by reference as exhibits hereto.

Exhibit
Number

(3)a Restated Certificate of Incorporation of the registrant, as
dated January 10, 1989, Certificate of Change to Restated
Certificate of Incorporation dated March 18, 1992, and
Certificate of Amendment to Restated Certificate of
Incorporation dated June 1, 1992 (Exhibit 4B to Form SE
dated July 21, 1992, File No. 1-1105).

(3)b By-Laws of the registrant, as amended April 20, 1993
(Exhibit 3.02 to Form S-4 dated February 1, 1994
Registration No. 33-52119, File No. 1-1105).

(4) No instrument which defines the rights of holders of long
term debt, of the registrant and all of its consolidated
subsidiaries, is filed herewith pursuant to Regulation S-K,
Item 601(b)(4)(iii)(A). Pursuant to this regulation, the
registrant hereby agrees to furnish a copy of any such
instrument to the SEC upon request.

(10)(iii)(A)1 AT&T Short Term Incentive Plan as amended December 16, 1992
(Exhibit (10)(iii)(A)1 to Form SE, dated March 24, 1993,
File No. 1-1105).

(10)(iii)(A)2 AT&T 1987 Long Term Incentive Program as amended July 17,
1989 (Exhibit (10)(iii)(A)2 to Form SE dated March 24, 1993,
File No. 1-1105).

(10)(iii)(A)3 AT&T Senior Management Individual Life Insurance Program
dated January 1, 1987 (Exhibit (10)(iii)(A)1 to Form SE,
dated March 25, 1987, File No. 1-1105).

(10)(iii)(A)4 AT&T Senior Management Long Term Disability and Survivor
Protection Plan dated February 23, 1984 (Exhibit
(10)(iii)(A)1 to Form SE, dated February 21, 1986, File No.
1-1105).

(10)(iii)(A)5 AT&T Senior Management Financial Counseling Program dated
March 14, 1994.

(10)(iii)(A)6 AT&T Deferred Compensation Plan for Non-Employee Directors,
as amended December 15, 1993.

Exhibit
Number

(10)(iii)(A)7 AT&T Directors Individual Life Insurance Program dated
January 1, 1987 (Exhibit (10)(iii)(A)3 to Form SE, dated
March 25, 1987, File No. 1-1105).

(10)(iii)(A)8 AT&T Plan for Non-Employee Directors' Travel Accident
Insurance (Exhibit (10)(iii)(A)8 to Form 10-K for 1990, File
No. 1-1105).

(10)(iii)(A)9 Extract from AT&T (formerly Bell System) Management Pension
Plan regarding limitations on and payments of pension
amounts which exceed the limitations contained in The
Employee Retirement Income Security Act, with amendments
effective October 1, 1985 (Exhibit (10)(iii)(A)2 to Form SE,
dated February 21, 1986, File No. 1-1105).

(10)(iii)(A)10 AT&T Non-Qualified Pension Plan, (with amendments effective
June 1, 1988) (Exhibit 10(iii)(A)10 to Form SE, dated March
26, 1990, File No. 1-1105).

(10)(iii)(A)11 AT&T Senior Management Incentive Award Deferral Plan, as
amended December 18, 1991.

(10)(iii)(A)12 AT&T Mid-Career Hire Program revised effective January 1,
1988, including AT&T Mid-Career Pension Plan, as amended May
15, 1985 (Exhibit (10)(iii)(A)4 to Form SE, dated March 25,
1988, File No. 1-1105).

(10)(iii)(A)13 AT&T 1984 Stock Option Plan, as modified December 19, 1984
(Exhibit 10(t) to Form SE, dated February 27, 1985, File No.
0-13247).

(10)(iii)(A)14 Form of Indemnification Contract for Officers and Directors
(Exhibit (10)(iii)(A)6 to Form SE, dated March 25, 1987,
File No. 1-1105).

(10)(iii)(A)15 Pension Plan for AT&T Non-Employee Directors revised
February 20, 1989.

(10)(iii)(A)16 AT&T Senior Management Basic Life Insurance Program (Exhibit
(10)(iii)(A)16 to Form 10-K for 1990, File No. 1-1105).

(10)(iii)(A)17 Form of AT&T Benefits Protection Trust Agreement (Exhibit
(10)(iii)(A)17 to Form SE, dated March 25, 1992, File No.
1-1105).

(10)(iii)(A)18 Employment Agreement between American Telephone and
Telegraph Company and Alex J. Mandl dated August 1, 1991.

(10)(iii)(A)19 Employment Agreement between American Telephone and
Telegraph Company and Jerre L. Stead dated July 31, 1991,
supplemented October 18, 1991 and March 29, 1993.

Exhibit
Number

(12) Computation of Ratio of Earnings to Fixed Charges.

(13) Specified portions (pages 21 through 44 and the inside back
cover) of the Company's Annual Report to security holders
for the year ended December 31, 1993.

(21) List of subsidiaries of AT&T.

(23) Consent of Coopers & Lybrand.

(24)a Powers of Attorney executed by officers and directors who
signed this report.

(24)b Board of Directors' Resolution.