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: January 22, 2004



                                   AT&T CORP.
               (Exact Name of Registrant as Specified in Charter)

                                    New York

                 (State or Other Jurisdiction of Incorporation)

          1-1105                                        13-4924710
  (Commission File Number)                   (IRS Employer Identification No.)


                 One AT&T Way
            Bedminster, New Jersey                             07921
       (Address of Principal Executive                       (Zip Code)
        Offices)


       Registrant's telephone number, including area code: (908) 221-2000


                                 Not Applicable

          (Former Name or Former Address, If Changed Since Last Report)

     A New York                  Commission File           I.R.S. Employer
     Corporation                   No. 1-1105              No. 13-4924710


ITEM 5.  OTHER EVENTS AND REQUIRED FD DISCLOSURE

What are we disclosing?

On January 22, 2004, our Senior  Executive  Vice  President and Chief  Financial
Officer,  Thomas W. Horton,  made the  following  comments  during the Company's
earnings conference call:

In  addition  to tough  competition  in LD, voice  and  high-capacity  bandwidth
products,  the small and medium  business  segment also  intensified due to RBOC
pricing  actions  that had a direct  impact on our ability to sustain our market
position.

In our Consumer  business,  we will continue to take targeted pricing actions to
improve  average revenue per subscriber  where  competitive  conditions  permit,
helping us offset margin decline as we move through 2004.

Significant reductions in debt in 2003 will drive annualized interest savings of
nearly $400 million dollars.

AT&T's pension funds remain well funded. Our total over-funded position is about
11% as of the end of the year.  That is comparing  pension  benefit  obligations
against fair market value of assets. We do not, as a consequence, expect to make
any contributions to the pension trust in 2004 or 2005.

AT&T reduced total headcount by  approximately  13% in 2003,  driving about $800
million in annualized cost savings.  I would expect a headcount  reduction again
in 2004.  Probably not to the same extent as 2003,  more like the  reductions in
2001  and  2002.  Based  on  that  sort of  decline,  the  restructuring  charge
associated  with it would  probably be in the $150 million plus range.  The 2004
operating margin guidance provided does not include restructuring charges.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (c) EXHIBITS

             Exhibit 99 - Press release dated January 22, 2004.

ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 22, 2004, AT&T Corp. issued a press release announcing fourth quarter
earnings. A copy of the press release is attached as Exhibit 99.

The  information  in this Form 8-K shall not be deemed  "filed" for  purposes of
Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by
reference in any filing  under the  Securities  Act of 1933,  except as shall be
expressly set forth by specific reference in such filing.



                                   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 CORP.




                                  /s/  Robert S. Feit
                                  ----------------------------------
                                  By:  Robert S. Feit
                                       Vice President - Law and Secretary




January    , 2004