SECURITIES AND EXCHANGE COMMISSION

                            Washington, DC 20549

                                  Form 8-K
                               Current Report

  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                        Date of Report:  March 4, 1998

                        AT&T CAPITAL CORPORATION

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

              44 Whippany Road, Morristown, New Jersey 07962-1983

                        Telephone Number (201) 397-3000










                                              Form 8-K March 4, 1998

Item 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS

     On March 4, 1998, AT&T Capital Corporation's (the "Company") Board of
Directors dismissed Arthur Andersen LLP as the Company's independent public
accountants and appointed Ernst & Young LLP to serve as the Company's
independent public accountants for the year 1998. Arthur Andersen LLP will
continue to serve as the Company's independent public accountants for 1997.

        We have been informed by Arthur Andersen LLP's that their auditors
report on the Company's financial statements for the year ended December 31,
1997 will not contain an adverse opinion or a disclaimer of opinion and will not
be qualified or modified as to uncertainty, audit scope, or accounting
principles. During the last fiscal year ended December 31, 1997 and during the
period from January 1, 1998 through March 4, 1998, there were no disagreements
between the Company and Arthur Andersen LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s) would have caused Arthur Andersen LLP to make
reference to the subject matter of such disagreements in connection with its
auditors report.










                                              Form 8-K March 4, 1998

Item 7.   FINANCIAL STATEMENTS AND EXHIBITS

         (c) Exhibits

               16.    Letter on change in certifying accountants-
                      To the Securities and Exchange Commission from Arthur
                      Andersen LLP, dated March 4, 1998.
                      











                                              Form 8-K March 4, 1998

                                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

                                             Thomas G. Adams

                                         By: Thomas G. Adams
                                             Controller
                                             Chief Accounting Officer

March 6, 1998







                                              Form 8-K March 4, 1998

                                  EXHIBIT INDEX

Exhibit No.

               16.           Letter on change in certifying accountants- To the
                             Securities and Exchange Commission from Arthur
                             Andersen LLP, dated March 4, 1998.