SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                                January 4, 2002
                Date of report (Date of earliest event reported)

                                   AT&T CORP.

               (Exact Name of Registrant as Specified in Charter)


     NEW YORK                       1-1105                     13-4924710
 (State or Other               (Commission File               (IRS Employer
   Jurisdiction                     Number)                Identification No.)
of Incorporation)



            32 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10013-2412
          (Address of Principal Executive Offices, including Zip Code)

                                 (212) 387-5400
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
         (Former Name or Former Address, if Changed Since Last Report)

ITEM 5. OTHER EVENTS.


AT&T will take a  pre-tax  restructuring  charge  of  approximately  $1  billion
against its fourth quarter 2001 results, as announced in October.

The charge is primarily associated with employee-related  separations within its
Business,  Consumer and Corporate units.  More than half the affected  employees
are  in  management.  Approximately  5,100,  more  than  half  of  all  affected
employees,  have  already left the payroll or have been  individually  notified.
About 5,000  additional  employees are expected to leave the payroll in 2002 and
have been notified that their organizations will be reduced in size.


                                      -2-

                                   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 hereunto duly authorized.

Date: January 4, 2002


                                AT&T CORP.


                                By:  /s/     N. S. Cyprus
                                     -------------------------------------
                                     Name:   N. S. Cyprus
                                     Title:  Vice President and Controller