1



                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC  20549

                                  FORM 10-Q

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

                    For the Quarter Ended June 30, 1995

           ( )  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 1-11237

                           AT&T CAPITAL CORPORATION




          A DELAWARE                             I.R.S. EMPLOYER
          CORPORATION                            NO. 22-3211453

            44 Whippany Road, Morristown, New Jersey 07962-1983

                      Telephone Number 201-397-3000



    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
       _____     _____                


    At July 31, 1995, 46,968,810 shares of the registrant's common stock,
     par value $.01 per share, were outstanding.
2                                                        FORM 10-Q


                    AT&T CAPITAL CORPORATION AND SUBSIDIARIES
                         PART I - FINANCIAL INFORMATION

 Item 1.  Financial Statements

                        CONSOLIDATED STATEMENTS OF INCOME
                (Dollars in Thousands except per share amounts)
                                    (Unaudited)

                          For the Three Months       For the Six Months 
                             Ended June 30,             Ended June 30,

                            1995         1994         1995        1994
                          ________    ________      ________    ________
Revenue:
 Finance revenue          $ 42,247    $ 29,612      $ 81,032    $ 57,401
 Capital lease revenue     142,237     114,638       277,669     221,270
 Rental revenue on 
  operating leases (A)     136,408     117,237       269,369     228,696
 Equipment sales             9,049      30,379        16,982      71,999
 Other revenue, net         52,015      40,350        99,718      78,862
                           _______     _______       _______     _______
 Total Revenue             381,956     332,216       744,770     658,228
                           _______     _______       _______     _______
Expenses:
 Interest                  100,806      65,654       194,804     125,761
 Operating and
  administrative           121,505     102,351       234,987     202,544
 Depreciation on
  operating leases          85,907      77,910       171,160     152,911
 Cost of equipment
  sales                      8,247      28,744        15,299      67,288
 Provision for credit
  losses                    18,624      23,224        39,678      49,300
                           _______     _______       _______     _______
 Total Expenses            335,089     297,883       655,928     597,804
                           _______     _______       _______     _______
 
Income before income 
 taxes                      46,867      34,333        88,842      60,424

Provision for income 
 taxes                      18,955      15,432        35,848      25,718

                          ________    ________      ________    ________

Net Income                $ 27,912    $ 18,901      $ 52,994    $ 34,706
                          ========    ========      ========    ========



                                 (Continued)
                           
                                       

3                                                      FORM 10-Q

           
              AT&T CAPITAL CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF INCOME
                             (Continued)
             (Dollars in Thousands except per share amounts)
                             (Unaudited)


                           For the Three Months      For the Six Months 
                               Ended June 30,            Ended June 30,

                             1995         1994         1995        1994
                         ________     ________     ________     _______
  Earnings per common 
  share and common share
  equivalent (Note 2):
 
  Earnings Per Share     $    .59    $     .40    $   1.13     $    .74
                         ========     ========    ========     ========

 Weighted average shares 
 outstanding (thousands):  47,027       46,874      47,014       46,898
                         ========     ========    ========     ========

     (A)  Includes $19,544 and $19,488 for the three months ended
          June 30, 1995 and 1994, respectively, and $40,224 and $39,126
          for the six months ended June 30, 1995 and 1994, respectively,
          from AT&T Corp.("AT&T") and its affiliates.
         

     The accompanying notes are an integral part of these Consolidated
Financial Statements.


















                                     
                                     





4                                                         FORM 10-Q


                     AT&T CAPITAL CORPORATION AND SUBSIDIARIES
                            CONSOLIDATED BALANCE SHEETS
                               (Dollars in Thousands)
                                     (Unaudited)


                                          June 30,        December 31,
                                            1995              1994
                                         ___________      ___________

 ASSETS:            
 Cash and cash equivalents               $    13,989      $    54,464
 Net investment in finance
  receivables                              1,628,869        1,452,947
 Net investment in capital
  leases                                   5,737,396        5,129,326
 Investment in operating
  leases, net of accumulated
  depreciation of $574,652 in
  1995 and $567,398 in 1994                  946,869          902,525
 Deferred charges and other assets           414,776          482,661
                                         ___________       __________
 
 Total Assets                            $ 8,741,899      $ 8,021,923
                                         ===========       ==========
 
 LIABILITIES AND SHAREOWNERS' EQUITY:
 Liabilities:
 Short-term notes, less
  unamortized discount of 
  $7,022 in 1995 and $4,619 in
  1994                                   $ 1,797,403      $ 2,176,877
 Deferred income taxes                       592,692          555,287
 Income taxes and other payables             535,333          545,270
 Payables to AT&T and affiliates             336,839          356,690
 Medium- and long-term debt                4,428,839        3,379,581
 Commitments and contingencies
                                         ____________      __________
 
 Total Liabilities                       $ 7,691,106      $ 7,013,705
                                         ____________      __________


                                  (Continued)








 5                                                      FORM 10-Q
 
 
                   AT&T CAPITAL CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                  (Continued)
                            (Dollars in Thousands)
                                  (Unaudited)
 
 
                                          June 30,            December 31, 
                                            1995                 1994
                                          __________          ___________
 
 
 Shareowners' Equity (Note 2):
 Common stock, one cent par value:
  Authorized 100,000,000 shares,
  issued and outstanding, 46,968,810
  shares in 1995 and 46,962,439 shares
  in 1994                                $       470         $       470
 Additional paid-in capital                  782,362             782,785
 Recourse loans to senior executives         (18,835)            (19,651)
 Foreign currency translation          
   adjustments                                (3,589)             (2,158)
 Retained earnings                           290,385             246,772
                                          __________          __________
 Total Shareowners' Equity                 1,050,793           1,008,218
                                          __________          __________
 
 Total Liabilities and 
  Shareowners' Equity                    $ 8,741,899         $ 8,021,923
                                          ==========          ==========
 
 
 
    The accompanying notes are an integral part of these Consolidated
 Financial Statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                     
 
 
  
 6                                                        FORM 10-Q
 
 
                     AT&T CAPITAL CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (Dollars in Thousands)
                                      (Unaudited)
 
 
                                                     For The Six Months
                                                        Ended June 30,
 
                                                    1995           1994*
                                                __________     __________
 
 CASH FLOW FROM OPERATING ACTIVITIES:
 Net income                                     $   52,994     $   34,706
 Noncash items included in income:
    Depreciation and amortization                  198,217        170,425
    Deferred taxes                                  36,398         55,715
    Provision for credit losses                     39,678         49,300
    Gain on small business loan sales, net          (4,577)          (188)
 Decrease (increase) in deferred charges and
    other assets                                    36,141        (21,449)
 Decrease in income taxes and               
    other payables                                 (10,066)        (5,400)
 Decrease in payables to AT&T and           
    affiliates                                      (2,539)       (11,809)
                                                ___________    ___________
 
 Net Cash Provided by Operating Activities         346,246        271,300
                                                ___________    ___________
 
 CASH FLOW FROM INVESTING ACTIVITIES:
 Acquisition of fixed assets, net                   (3,915)        (2,334)
 Purchase of businesses and finance asset
  portfolios, net of cash acquired                (307,527)      (234,375)
 Financings and lease equipment purchases       (2,544,010)    (2,321,791)
 Principal collections from customers,
  net of amounts included in income              2,110,425       1,830,229
 Cash proceeds from small business loan sales       58,747           2,866
 Cash proceeds from receivables securitizations     71,539          62,879
                                                ___________    ___________
 
 Net Cash Used for Investing Activities         $ (614,741)    $ (662,526)
                                                ___________    ___________
 
                               (Continued)
 
 
 
 
 
 
 
 
 
 

 7                                                       FORM 10-Q
 
                   AT&T CAPITAL CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Continued)
                           (Dollars in Thousands)
                                 (Unaudited)
 
                                                    For The Six Months
                                                      Ended June 30,
 
                                                    1995          1994*
                                                ____________  ___________
 
 CASH FLOW FROM FINANCING ACTIVITIES:
 Decrease in short-term notes, net              $  (621,993)  $  (187,312)
 Additions to medium- and long-term debt          1,252,605     1,004,130
 Repayments of medium- and long-term debt          (458,093)     (436,469)
 Increase in payables to AT&T
    and affiliates                                   64,882        37,445
 Dividends paid                                      (9,381)       (8,429)
                                                  _________     _________
 Net Cash Provided by Financing
  Activities                                        228,020       409,365
                                                  _________     _________
 
 Net (Decrease) increase in Cash and Cash
    Equivalents                                     (40,475)       18,139
 
 Cash and Cash Equivalents at Beginning of Period    54,464            -
                                                  _________     _________
 
 Cash and Cash Equivalents at End of Period      $   13,989    $   18,139
                                                  =========     =========
 
 
 Non-Cash Investing and Financing Activities:
 
    In the first six months of 1995 and 1994, the Company entered into
 capital lease obligations of $8,613 and $15,556, respectively, for
 equipment that was subleased.
 
    In the first six months of 1995 and 1994, the Company assumed debt of
 $436,430 and $106,945, respectively, in conjunction with acquisitions.
 
 
    * Certain 1994 amounts have been restated to conform to the 1995
 presentation.
 
    The accompanying notes are an integral part of these Consolidated
 Financial Statements.
 
 
 
 
 
 
                                    
 8                                                      FORM 10-Q
 
 
                    AT&T CAPITAL CORPORATION AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Unaudited)
 
 
  1.  Basis of Presentation
 
      The accompanying unaudited consolidated financial statements have
 been prepared by AT&T Capital Corporation and its subsidiaries ("AT&T
 Capital" or the "Company") pursuant to the rules and regulations of the
 Securities and Exchange Commission ("SEC") and, in the opinion of
 management, include all adjustments, consisting of normal recurring
 adjustments, necessary for a fair presentation of the results of
 operations, financial position and cash flows for each period shown.  The
 results for interim periods are not necessarily indicative of financial
 results for the full year.  These unaudited consolidated financial
 statements should be read in conjunction with the audited consolidated
 financial statements and notes thereto included in the Company's annual
 report on Form 10-K for the year ended December 31, 1994 and the current
 year's previously issued Form 10-Q.
 
 2.  Shareowners' Equity and Earnings Per Share
 
      The computation of earnings per common share and common share
 equivalent is based upon the weighted average number of common shares
 outstanding plus common share equivalents arising from the effect of
 dilutive stock options using the treasury stock method.  Fully dilutive
 earnings per common share and common share equivalents are not presented
 since dilution is less than 3%.
 
      On February 28, 1995 and May 31, 1995, the Company paid a dividend of
 $.10 per share to shareowners of record as of February 10, 1995 and May
 10, 1995, respectively.  In addition, on July 17, 1995 the Company's board
 of directors declared a second quarter dividend of $.10 per share.  The
 dividend is payable August 31, 1995 to shareowners of record as of the
 close of business on August 10, 1995.
 
 3.  Acquisitions
 
      On January 4, 1995, the Company acquired the vendor leasing and
 finance companies of Banco Central Hispano and certain of its affiliates
 ("CFH Leasing International") located in the United Kingdom, Germany,
 France, Italy, and Benelux (Belgium, the Netherlands and Luxembourg).  CFH
 Leasing International provides financial services to equipment
 manufacturers and vendors.  With offices throughout Western Europe, it
 serves approximately 4,600 customers and had assets of approximately $540
 million at the time of acquisition.  The acquisition was accounted for by
 the purchase method and the total cash paid (net of cash acquired) was
 approximately $74 million.  In addition, on June 30, 1995, the Company
 acquired two relatively small businesses, a United States mid-range
 computer asset business with approximately $180 million in assets and an
 Australian equipment finance company with approximately $40 million in
 assets.  These acquisitions did not materially impact net income for the
 three or six months ended June 30, 1995.    
 
 9                                                         FORM 10-Q
 
 
              AT&T CAPITAL CORPORATION AND SUBSIDIARIES
 
 
 Item 2. Management's Discussion and Analysis of Financial Condition and 
         Results of Operations
 
 OVERVIEW
 
     In January 1995, the Company acquired CFH Leasing International
 located in the United Kingdom, Germany, France, Italy and Benelux.  CFH
 Leasing International provides financial services to equipment
 manufacturers and vendors.  With offices throughout Western Europe, it
 serves approximately 4,600 customers and had approximately $540 million in
 assets at the time of acquisition.  The Company also acquired two
 relatively small businesses on June 30, 1995, a United States mid-range
 computer asset business with approximately $180 million in assets and an
 Australian equipment finance company with approximately $40 million in
 assets.  These acquisitions did not materially impact net income for the
 three or six months ended June 30, 1995.
 
 RESULTS OF OPERATIONS
 
 Six months ended June 30, 1995
 
     Net income for the six months ended June 30, 1995, was $53.0 million,
 an increase of $18.3 million, or 52.7% compared with the first six months
 of 1994.  Earnings per share for the first half of 1995 were $1.13, a
 52.7% increase over the $.74 reported for the same period in 1994.  Net
 income of the Company is highly dependent upon the level of portfolio
 assets (investment in finance receivables, capital leases, and operating
 leases), the related margins earned on portfolio assets, remarketing
 activity, and the quality of portfolio assets.  The growth in net income
 and earnings per share for the six months ended June 30, 1995, compared
 with the same period of 1994 was due primarily to an increase in average
 portfolio assets, strong secondary market and renewal activity and a lower
 provision for credit losses.
 
      Finance revenue of $81.0 million increased $23.6 million, or 41.2%,
 in the first six months of 1995 compared with the same period of 1994,
 reflecting a 30.5% increase in the average finance receivable portfolio as
 well as higher average yields for the first six months of 1995 compared
 with the same period in 1994.
 
      Capital lease revenue of $277.7 million increased $56.4 million, or
 25.5%, in the six months ended June 30, 1995, compared with the same
 period in 1994.  This is reflective of a 24.6% increase in the average
 capital lease portfolio during the first half of 1995 compared with the
 first half of 1994.
 
      Rental revenue on operating leases of $269.4 million for the six
 months ended June 30, 1995 increased $40.7 million, or 17.8%, compared
 with the six months ended June 30, 1994.  Depreciation expense on 
 
 
 
 
 10                                                     FORM 10-Q
 
 operating leases of $171.2 million increased $18.2 million, or 11.9%, for
 the six months ended June 30, 1995, compared with the six months 
 ended June 30, 1994.  Rental revenue less associated depreciation
 ("operating lease margin") for the first half of 1995 was $98.2 million,
 or 36.5% of rental revenue, compared with $75.8 million, or 33.1% of
 rental revenue for the first half of 1994.  The increased operating lease
 margin in 1995 relates primarily to renewed leases in the Company's small-
 ticket telecommunications equipment portfolio, as well as higher margins
 in the automobile lease portfolio, testing and diagnostic equipment
 portfolio and reduced levels of lower yielding mainframe business.
 
      Net interest margin (finance revenue, capital lease revenue and
 rental revenue, less depreciation on operating leases and interest
 expense) of $262.1 million was 6.59% of average portfolio assets for the
 first six months of 1995.  This compares with net interest margin of
 $228.7 million, which was 7.15% of average portfolio assets for the first
 six months of 1994.  The decrease in net interest margin for the first six
 months of 1995 was due primarily to an increase in the Company's average
 debt to equity ratio and a change in portfolio mix.  Additionally, the
 Company has experienced some margin compression in certain small-
 ticket equipment leasing portfolios due to the frequency and steepness of
 the Federal Reserve Board's rate increases in 1994 and 1995.  As interest
 rates change, product pricing is generally adjusted to reflect the
 Company's higher or lower cost of borrowing.  However, the pricing in
 connection with some small-ticket portfolios tends to lag and may not be
 commensurate with the change in the Company's borrowing costs.  The
 Company's net interest margin has remained flat when compared with the
 period ended March 31, 1995.
 
      Total non-AT&T (i.e., excludes the leasing of AT&T equipment to
 customers of AT&T and leasing to AT&T, its affiliates and its employees)
 revenue, assets and net income for the six months ended June 30, 1995 were
 $422.1 million (or 56.7% of total revenue), $5,714.6 million (or 65.4% of
 total assets) and $2.9 million (or 5.6% of total net income),
 respectively.  This compares with total non-AT&T revenue, assets and net
 loss of $370.8 million (or 56.3% of total revenue), $3,935.8 million (or
 56.6% of total assets), and $9.3 million, respectively, for the six months
 ended June 30, 1994.  Although profitability of the Company's non-AT&T
 businesses has improved, the non-AT&T net income in 1995 and net loss in
 1994 were impacted by start-ups in non-AT&T businesses, particularly as a
 result of the Company's international expansion.
 
      Revenue from equipment sales of $17.0 million decreased $55.0
 million, or 76.4%, for the six months ended June 30, 1995, compared with
 the same period in 1994.  Cost of equipment sales of $15.3 million
 decreased $52.0 million, or 77.3%, for the six months ended June 30, 1995,
 compared with the same period of 1994.  Equipment sales revenue less
 associated cost of equipment sold ("equipment sales margin") was $1.7
 million, or 9.9% of equipment sales revenue for the first six months of
 1995.  Equipment sales margin for the first six months of 1994 was $4.7
 million, or 6.5%, of equipment sales revenue.  In 1995, the opportunities
 for this type of activity internationally as well as in the United States
 continued to decrease due to increased competitive pressures in the
 computer mainframe market as more companies move to client/server
 technology. 
 
 11                                                    FORM 10-Q
 
      Other revenue of $99.7 million grew $20.9 million, or 26.4%, in the
 six months ended June 30, 1995, compared with the six months ended June
 30, 1994.  The increase is primarily due to higher remarketing gains on
 end-of-lease equipment of $10.2 million, increased revenue of $4.5 million 
 related to higher levels of Small Business Administration ("SBA") loans
 sold in the secondary market with servicing retained and increased fee
 income of $3.2 million.
 
      The Company's mainframe portfolio and related residual amounts
 continue to trend downward in 1995.  The Company regularly monitors its
 estimates of residual values for all leased equipment, including mainframe
 computers, and believes that its residual values are conservatively
 stated.
 
      Growth in the Company's portfolio assets, including the acquisition
 of CFH Leasing International, caused the average borrowings outstanding to
 increase by 30.4%, or $1.4 billion, to $6.0 billion. The Company's
 interest expense increased $69.0 million, or 54.9%, to $194.8 million for
 the six months ended June 30, 1995, compared with the same period in 1994. 
 The increase in average borrowings caused interest expense to increase by
 approximately $38.2 million, of which approximately $7.6 million is
 related to additional borrowings brought about by an increase in the
 Company's average debt to equity.  Debt to equity increased to 5.95 times
 at June 30, 1995 compared with 5.01 times at June 30, 1994 as the Company
 continues to deploy the initial public offering proceeds and reach it's
 target debt to equity ratio of 6.25 times.  Higher average interest rates
 for the six months ended June 30, 1995, compared with the six months ended
 June 30, 1994, caused interest expense to increase by $30.8 million.  The
 Company's average interest rate on borrowings was 6.52% for the six months
 ended June 30, 1995, compared with 5.49% for the six months ended June 30,
 1994.  The Company's increased cost of borrowing is reflective of the
 Federal Reserve Board's interest rate increases during 1994 and 1995.  The
 impact of these rate increases is beginning to be more evident as the
 Company replaces maturing debt with today's higher rate debt.  As interest
 rates change, product pricing is generally adjusted to reflect the
 Company's higher or lower cost of borrowing.  See previous discussion on
 net interest margin.
 
      Operating and administrative costs of $235.0 million for the six
 months ended June 30, 1995, increased $32.4 million, or 16.0%, compared
 with the six months ended June 30, 1994.  International expansion,
 including the acquisition of CFH Leasing International and the Company's
 start-up businesses in Australia and Mexico, contributed $8.6 million to
 the increase.  Also contributing to the increase were higher costs
 associated with managing a higher level of portfolio assets.  For the
 first six months of 1995, annualized operating and administrative costs to
 total assets as of June 30, 1995 was 5.38% compared with 5.82% for the
 first six months of 1994.  For the year ended December 31, 1994, operating
 and administrative costs to total year-end assets was 5.33%.
 
      The Company's effective tax rate was 40.3% and 42.6% for the first
 six months of 1995 and 1994, respectively.  The decrease is due primarily
 to lower levels of non-tax deductible goodwill in 1995.
 
 
12                                                   FORM 10-Q
 
 Three months ended June 30, 1995
 
     Net income for the quarter ended June 30, 1995, was $27.9 million, an
 increase of $9.0 million, or 47.7% compared with the second quarter of
 1994.  Earnings per share for the second quarter of 1995 were $.59, a
 47.5% increase over the $.40 reported for the same period in 1994.  Net
 income of the Company is highly dependent upon the level of portfolio
 assets, the related margins earned on portfolio assets, remarketing
 activity, and the quality of portfolio assets.  The increase in net income
 and earnings per share for the three months ended June 30, 1995, compared
 with the same period of 1994 principally resulted from an increase in
 average portfolio assets, strong secondary market and renewal activity and
 a lower provision for credit losses.
 
      Finance revenue of $42.2 million increased $12.6 million, or 42.7%,
 in the second quarter of 1995 compared with the same period of 1994,
 reflecting a 32.3% increase in the average finance receivable portfolio as
 well as higher average yields for the second quarter of 1995 compared with
 the same period in 1994.
 
      Capital lease revenue of $142.2 million increased $27.6 million, or
 24.1%, in the three months ended June 30, 1995, compared with the same
 period in 1994.  This reflects a 24.0% increase in the average capital
 lease portfolio during the second quarter of 1995 compared with the second
 quarter of 1994.
 
      Rental revenue on operating leases of $136.4 million for the three
 months ended June 30, 1995 increased $19.2 million, or 16.4%, compared
 with the three months ended June 30, 1994.  Depreciation expense on
 operating leases of $85.9 million increased $8.0 million, or 10.3%, for
 the three months ended June 30, 1995, compared with the three months
 ended June 30, 1994.  Operating lease margin for the second quarter of
 1995 was $50.5 million, or 37.0% of rental revenue, compared with $39.3
 million, or 33.5% of rental revenue for the second quarter of 1994.  The
 increased operating lease margin in 1995 relates primarily to renewed
 leases in the Company's small-ticket telecommunications equipment
 portfolio, as well as higher margins in the automobile lease portfolio,
 testing and diagnostic equipment portfolio and reduced levels of lower
 yielding mainframe business.
 
      Net interest margin of $134.2 million was 6.57% of average portfolio
 assets for the second quarter of 1995.  This compares with net interest
 margin of $117.9 million, which was 7.22% of average portfolio assets for
 the second quarter of 1994.  The decrease in net interest margin for the
 second quarter of 1995 is due primarily to an increase in the Company's
 debt to equity ratio (debt to equity was 5.95 times and 5.01 times at June
 30, 1995 and 1994, respectively) and a change in portfolio mix. 
 Additionally, the Company has experienced some margin compression in
 certain small-ticket equipment leasing portfolios due to the frequency and
 steepness of the Federal Reserve Board's rate increases in 1994 and 1995. 
 As interest rates change, product pricing is generally adjusted to reflect
 the Company's higher or lower cost of borrowing.  However, the pricing in
 connection with some small-ticket portfolios tends to lag and may not be
 commensurate with the change in the Company's borrowing costs.  The 
 
 
13                                                  FORM 10-Q
 
 Company's net interest margin remained flat when compared with March 31,
 1995.
 
      Total non-AT&T revenue, assets and net income for the three months
 ended June 30, 1995 was $221.0 million (or 57.9% of total revenue),
 $5,714.6 million (or 65.4% of total assets) and $3.3 million (or 12.0% of
 total net income),respectively.  This compares with total non-AT&T
 revenue, assets and net loss of $187.4 million (or 56.4% of total
 revenue), $3,935.8 million (or 56.6% of total assets), and $3.0 million,
 respectively, for the three months ended June 30, 1994.  Although
 profitability of the Company's non-AT&T businesses has improved, the non-
 AT&T net income in 1995 and net loss in 1994 were impacted by 
 start-ups in non-AT&T businesses, particularly as the Company expands
 internationally.
 
      Revenue from equipment sales of $9.0 million decreased $21.3 million,
 or 70.2%, for the three months ended June 30, 1995, compared with the
 quarter ended June 30, 1994.  Cost of equipment sales of $8.2 million
 decreased $20.5 million, or 71.3%, for the three months ended June 30,
 1995, compared with the same period of 1994.  Equipment sales margin was
 $.8 million, or 8.9% of equipment sales revenue for the second quarter of
 1995.  Equipment sales margin for the second quarter of 1994 was $1.6
 million, or 5.4%, of equipment sales revenue.  In 1995, the opportunities
 for this type of activity internationally as well as in the United States
 continued to decrease due to increased competitive pressures in the
 computer mainframe market as more companies move to client/server
 technology. 
 
      Other revenue of $52.0 million grew $11.7 million, or 28.9%, in the
 three months ended June 30, 1995, compared with the three months ended
 June 30, 1994.  The increase is primarily due to higher remarketing gains
 on end-of-lease equipment of $5.8 million, increased revenue of $2.6
 million related to higher levels of SBA loans sold in the secondary market
 with servicing retained and increased fee income of $1.9 million.
               
      Growth in the Company's portfolio assets, including the acquisition
 of CFH Leasing International, caused the average borrowings outstanding to
 increase by 29.2%, or $1.4 billion, to $6.1 billion.  The Company's
 interest expense increased $35.2 million, or 53.5%, to $100.8 million for
 the three months ended June 30, 1995, compared with the same period in
 1994.  The increase in average borrowings caused interest expense to
 increase by approximately $19.2 million, of which approximately $7.8
 million is related to additional borrowings brought about by an increase
 in average debt to equity.  Higher average interest rates for the three
 months ended June 30, 1995, compared with the three months ended June 30,
 1994, caused interest expense to increase by $16.0 million.  The Company's
 average interest rate on borrowings was 6.66% for the three months ended
 June 30, 1995, compared with 5.60% for the three months ended June 30,
 1994.  The Company's increased cost of borrowing is reflective of the
 Federal Reserve Board's interest rate increases during 1994 and 1995.  The
 impact of these rate increases is beginning to be more evident as the
 Company replaces maturing debt with today's higher rate debt.  As interest
 rates change, product pricing is generally adjusted to reflect the 
 Company's higher or lower cost of borrowing.  See previous discussion on
 net interest margin.
 
 14                                                  FORM 10-Q
 
 Operating and administrative costs of $121.5 million for the three months
 ended June 30, 1995, increased $19.2 million, 18.7%, compared with the
 three months ended June 30, 1994.  International expansion, including
 the acquisition of CFH Leasing International and the Company's start-
 up businesses in Australia and Mexico, contributed $5.3 million to the
 increase.  Also contributing to the increase were higher costs associated
 with managing a higher level of portfolio assets.  
 
      The Company's effective tax rate was 40.4% and 44.9% for the second
 quarter of 1995 and 1994, respectively.  The decrease is due primarily to
 lower levels of non-tax deductible goodwill in 1995.
 
 
 CREDIT QUALITY
 
      The active management of credit losses is an important element of
 the Company's business.  The Company seeks to minimize its credit risk
 through diversification of its portfolio assets by customer, industry
 segment, geographic location and maturity.  The Company's financing
 activities have been spread across a wide range of equipment segments 
 (e.g., telecommunications, general, data center, other data processing,
 and transportation) and a large number of customers located throughout
 the United States and, to a lesser extent, abroad.
               
                                       At                   At
                                     June 30,           December 31, 
                                  1995     1994            1994
 
 Allowance for credit losses   $202,661 $179,878        $176,428
 Nonaccrual assets             $107,487 $131,267        $120,494
 Net charge-offs/Portfolio
        assets                     .60%     .87%            .73%
 Allowance credit losses/
        Portfolio assets          2.38%    2.65%           2.30%
 Nonaccrual assets/Portfolio
        assets                    1.26%    1.93%           1.57%    
 Delinquency (two months or 
        greater)                  1.16%    1.83%           1.49%
 
      Portfolio credit performance indicators continued to be favorable in
 1995 reflecting the strength of the economy.  Delinquency and charge-
 off levels during 1995 were lower than that of 1994. The lower level of
 nonaccrual assets, charge-offs and delinquency for the first six months
 as well as the second quarter of 1995, were reflected in the decrease in
 the Company's provision for credit losses of $9.6 million, or 19.5%, and
 $4.6 million, or 19.8% compared with the first six months and second
 quarter of 1994, respectively.
 
      The Company maintains an allowance for credit losses at an amount
 based on a review of historical loss experience, a detailed analysis of
 delinquencies and problem portfolio assets, and an assessment of probable 
 
 
 
 
 
15                                                  FORM 10-Q
 
 losses in the portfolio as a whole given its diversification.  Management 
 also takes into consideration the potential impact of existing and
 anticipated economic conditions.
   
 FINANCIAL CONDITION
 
      Portfolio assets were $8.3 billion, an increase of $828.3 million, 
 or 11.1%, at June 30, 1995 compared with December 31, 1994.  As a result
 of the acquisition of CFH Leasing International, the Company's
 international assets (excluding cross border transactions) at June 30,
 1995 grew to 17.7% of total assets, up from 10.9% at December 31, 1994. 
 
      The net investment in finance receivables increased by $175.9
 million, or 12.1% to $1.6 billion at June 30, 1995 compared with December
 31, 1994 primarily due to the acquisition of CFH Leasing International and
 to increased loans in the Company's manufacturing equipment portfolio and
 small business lending portfolio.  
 
      The net investment in capital leases increased by $608.1 million, or
 11.9%, at June 30, 1995 to $5.7 billion compared with December 31, 1994. 
 This increase was primarily due to the acquisition of CFH Leasing
 International, and to growth in the Company's small-ticket equipment
 portfolio. 
 
      The net investment in operating leases of $946.9 million at June 30,
 1995 increased by $44.3 million, or 4.9%, compared with December 31, 1994.
 The increase is primarily due to growth in the Company's automobile lease
 portfolio.
 
       At June 30, 1995, the total portfolio assets managed by the Company
 on behalf of others was $2.5 billion compared with $2.7 billion at
 December 31, 1994.  The decrease in portfolio assets managed is
 attributable to lower securitized assets managed due to normal run-
 off of the receivable stream.  Of the total assets managed by the Company
 on behalf of others, 60.1% at June 30, 1995 and 55.9% at December 31,
 1994, were assets managed on behalf of AT&T and its affiliates.
 
 LIQUIDITY AND CAPITAL RESOURCES
 
      The Company generates a substantial portion of its funds to support
 the Company's operations from lease and rental receipts, but is also
 highly dependent upon external financing, including the issuance of
 commercial paper and medium-and long-term notes in public markets and, to
 a lesser extent, privately placed asset-backed financings (or
 securitizations).  Standard & Poor's Corporation, Moody's Investors
 Service, Inc., and Duff & Phelps Credit Rating Co. have rated the
 Company's senior medium- and long-term debt A, A3 and A, respectively, and
 have rated the Company's commercial paper A-1, P-1 and D-1, respectively.
 
      In the first half of 1995, the Company issued commercial  paper of
 $11.7 billion and made commercial paper repayments of $12.3 billion, and
 issued medium- and long-term debt of $1.3 billion and repaid medium-
 and long-term debt of $394.6 million.  In the first half of 1994, the
 Company 
 
 
 
16                                                  FORM 10-Q
 
 issued commercial paper of $10.7 billion, and made commercial paper
 repayments of $10.9 billion and issued medium- and long-term debt of $1.0
 billion and made medium- and long-term debt repayments of $436.5 million.
 
      During the six month periods ended June 30, 1995 and 1994, principal
 collections from customers of $2.1 billion and $1.8 billion, respectively,
 were received.  These receipts were primarily used for financings and
 lease equipment purchases, and purchases of businesses and finance asset
 portfolios totalling $2.9 billion and $2.6 billion in the first half of
 1995 and 1994, respectively.
 
      In conjunction with acquisitions, the Company assumed approximately
 $436 million and $107 million of debt, in the first half of 1995 and 1994,
 respectively.  Approximately $404 million of such assumed debt was
 outstanding at June 30, 1995.
 
      The Company has paid quarterly dividends every quarter since the
 fourth quarter of 1993, its first full quarter of operations after its
 initial public offering.  On May 31, 1995 the Company paid a dividend 
 of ten cents per share to shareowners of record as of May 10, 1995.  In
 addition, on July 17, 1995, the Company's board of directors declared a
 quarterly dividend of ten cents per share for the fourth consecutive
 quarter.  The dividend will be payable on August 31, 1995 to shareowners
 of record as of the close of business on August 10, 1995. 
 
      In July 1995, the Company filed with the SEC an additional $3.0
 billion of debt securities (including medium-term notes) and warrants to
 purchase debt securities, currency warrants, index warrants and interest
 rate warrants.  At June 30, 1995 $4.1 billion of medium-term debt was
 outstanding under all SEC debt registrations.
 
      On June 30, 1995, the Company reestablished credit facilities of $2.0
 billion.  These facilities, negotiated with a consortium of 35 lending
 institutions, support the commercial paper issued by the Company.  At June
 30, 1995, these facilities were unused.  The Company also has available
 local lines of credit to meet local funding requirements in Hong Kong,
 Canada, the United Kingdom, Australia, and Mexico of approximately $759
 million, of which approximately $445 million was unused at June 30, 1995.
 
      The Company has, from time to time, borrowed funds directly from
 AT&T, including on an interest-free basis pursuant to tax agreements. 
 These interest-free loans amounted to $248.9 million at June 30, 1995.
 These sources of funds would not be available if the Company were to cease
 being a member of AT&T's consolidated group for federal income tax
 purposes.
 
      Future financing is contemplated to be arranged as necessary to meet
 the Company's capital and other requirements with the timing of issue, 
 principal amount and form depending on the Company's needs and prevailing 
 market and general economic conditions.
 
      The Company anticipates obtaining necessary external financing
 through issuances of commercial paper and medium-term notes, available 
 
 
 
17                                                  FORM 10-Q
 
 lines of credit for certain foreign operations and privately placed 
 asset-backed financings (or securitizations).
 
      The Company considers its current financial resources, together with
 the debt facilities referred to above and estimated future cash flows, to
 be adequate to fund the Company's future growth and operating
 requirements.  
 
 ASSET AND LIABILITY MANAGEMENT
 
      AT&T Capital's asset and liability management ("ALM") process takes
 a coordinated approach to the management of interest rate and foreign
 currency risks.  The Company's overall strategy is to match the average
 cash maturities of its borrowings with the average cash flows of its
 portfolio assets, as well as the currency denominations of its borrowings
 with those of its portfolio assets, in a manner intended to reduce the
 Company's interest rate and foreign currency exposure.  The following
 discussion describes certain key elements of this process, including AT&T 
 Capital's use of derivatives to manage risk.
 
 Match Funding
 
      AT&T Capital generally matches the duration and maturity structure
 of its liabilities to that of its portfolio assets.  The Company
 routinely projects the expected future cash flows related to its current
 portfolio assets.  Based on these projections, the Company is generally
 able to match the maturity and duration of its debt with that of its
 assets.  The cash flow projections incorporate assumptions about customer
 behavior such as prepayments, refinancings and charge-offs. The
 assumptions are based on historical experience with the Company's
 individual markets and customers and are continually monitored and
 updated as markets and customer behaviors change, to reflect current
 customer preferences, competitive market conditions, portfolio growth
 rates and portfolio mix.
 
 Interest Rate Risk and Currency Exchange Risk
 
      AT&T Capital actively manages interest rate risk to protect the
 Company's margins on existing transactions.  Interest rate risk is the
 risk of earnings volatility attributable to changes in interest rates. 
 The Company routinely analyzes its portfolio assets and strives to match
 floating rate assets with floating rate debt and fixed rate assets with
 fixed rate debt.  The Company generally achieves a matched position 
 through issuances of commercial paper and medium-term notes, as well as
 through the use of interest rate swaps.  The Company does not speculate
 on interest rates, but rather seeks to mitigate the possible impact of
 interest rate fluctuations.  This is a continual process due to
 prepayments, refinancings, non-performing loans, as well as other
 portfolio dynamics, and therefore, interest rate risk can be
 significantly limited but never fully eliminated.  Additionally, the
 Company enters into foreign exchange contracts and participates in the
 currency swap market to mitigate its exposure to assets and liabilities
 denominated in foreign currencies and to meet local funding requirements.
 
 
 
 18                                                  FORM 10-Q
 
 The Company has and expects to enter into more foreign exchange contracts
 and currency swaps in 1995 primarily as a result of the January 1995
 acquisition of CFH Leasing International, previously discussed.
 
 Using Derivatives to Manage Interest Rate and Currency Risk
 
      AT&T Capital uses derivatives to match fund its portfolio and
 thereby manage interest rate and currency risk.  Derivatives can be
 customized in terms of duration and interest rate basis (i.e., fixed or
 floating).  Derivatives used by the Company are operationally efficient
 to arrange and maintain.  Whether AT&T Capital issues medium-term notes,
 on which it pays a fixed rate, or issues floating rate debt and utilizes
 interest rate swaps, on which it generally pays a fixed rate and receives
 a floating rate, the Company's interest rate risk position can be equally
 well managed.  However, it is the continuing interplay between liquidity,
 capital, portfolio characteristics, and economic and market conditions
 which determines the changing mix of medium-term notes, commercial paper
 and swaps (or other derivatives) used to manage interest rate risk.
 
      At June 30, 1995 and December 31, 1994 the total notional amount of
 the Company's interest rate and currency swaps was $2.7 billion and $2.9
 billion, respectively.  The U.S. dollar equivalent of the Company's
 foreign currency forward exchange contracts was $596.7 million at June
 30, 1995, compared with $318.1 million at December 31, 1994.  The
 notional amount of derivative contracts does not represent direct credit
 exposure.  Rather, credit exposure may be defined as the market value of
 the derivative contract and the ability of the counterparty to perform
 its payment obligations under the agreement.  The majority of the
 Company's interest rate swaps require AT&T Capital to pay a fixed rate
 and receive a floating rate.  Therefore, this risk is reduced in a
 declining interest rate environment as the Company is generally in a
 payable position, and is increased in a rising interest rate environment
 as the Company is generally in a receivable position.  The Company seeks
 to control the credit risk of its interest rate swap agreements through
 credit approvals, exposure limits and monitoring procedures.  All swap
 agreements are with major money center banks and intermediaries with an
 investment grade rating by nationally recognized statistical rating
 organizations, with the majority of the Company's counterparties being
 rated "AA" or better.
 
      There were no past due amounts or reserves for credit losses at June
 30, 1995 related to derivative transactions.  The Company has not
 experienced a credit related charge-off associated with derivative
 transactions.
 
 RECENT PRONOUNCEMENTS
 
      The Company adopted Statements of Financial Accounting Standards
 ("SFAS") No. 114 ("Accounting by Creditors for Impairment of a Loan") and
 No. 118 ("Accounting by Creditors for Impairment of a Loan - Income
 Recognition and Disclosures") in the first quarter of 1995.  These
 standards require that impaired loans be measured based on the present
 value of expected cash flows, discounted at the loan's effective interest
 rate or, the loans observable market price or, the fair value of the 
 
 
19                                                  FORM 10-Q
 
 collateral if the loan is collateral dependent, as well as certain related
 disclosures.  The adoption of these statements did not have a material
 effect on the consolidated financial statements of the Company.
 
      In March 1995, the Financial Accounting Standards Board issued SFAS
 No. 121, "Accounting for the Impairment of Long-Lived Assets and Long-
 Lived Assets to be Disposed Of".  This statement establishes the
 accounting standards for the impairment of long-lived assets, certain
 identifiable intangibles, and goodwill related to those assets to be held
 and used and for long-lived assets and certain identifiable intangibles to
 be disposed of.  This standard is effective for financial statements for
 fiscal years beginning after December 15, 1995, which for the Company
 would be 1996.  Based upon management's review, the adoption of SFAS No.
 121 is not expected to have a material impact on the Company's financial
 position and results of operations.
  
 20                                                        FORM 10-Q
 
 
 Item 6.  Exhibits and Reports on Form 8-K.
 
          (a) Exhibits:
 
              Exhibit Number
                             
 
              10  AT&T Capital Corporation Executive Benefit Plan as
                  Amended and Restated Effective as of June 14, 1995.
 
              11  Computation of Primary and Fully Diluted Earnings Per 
                  Share
 
              12  Computation of Ratio of Earnings to Fixed Charges
 
              27  Financial Data Schedule
 
          (b) Reports on Form 8-K:  None  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 21                                                      FORM 10-Q
 
 
                                 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
 
 
 
 
 August 8, 1995
                                             Ramon Oliu, Jr.
                                             Controller
                                             Chief Accounting Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 22                                                       FORM 10-Q
 
 
                                 EXHIBIT INDEX
 
 
 EXHIBITS
 
 
 
 Exhibit                          Description
 Number
 ______
 
   10        AT&T Capital Corporation Executive Benefit Plan as Amended and
             Restated Effective as of June 14, 1995.
 
   11        Computation of Primary and Fully Diluted Earnings Per Share
 
   12        Computation of Ratio of Earnings to Fixed Charges
 
   27        Financial Data Schedule