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: April 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 April 22, 2004,  our Senior  Executive  Vice  President  and Chief  Financial
Officer, Thomas W. Horton, made the following comments in response to a question
during our quarterly earnings conference call:

     Given the intense pricing pressure we've seen in the industry, it's fair to
say that Business Services revenue decline will be at the unfavorable end of our
guidance  range.  This is keeping some  pressure on margins as well. At the same
time,  though,  we are ahead of our  plans on labor  cost  reductions  and CapEx
efficiency.  So we expect to  deliver  on our cash  flow  objectives,  even in a
tougher pricing  environment.  We do expect our new pricing  strategy to improve
our  competitive  performance  going  forward.  In the first  quarter we had the
lingering  effect of share loss  compounded  by the rather  immediate  effect of
competitive  price  downs.  On the cost  side our  investments  in  systems  are
allowing us to push even greater labor cost  efficiencies  than we'd planned for
the rest of the year.  But  having  said all of that,  I think the impact of the
unstable pricing environment can undermine all of these things, and that's where
I think the significant risk is and we are going to keep a close eye on that and
update as appropriate.

Additionally,  Mr.  Horton made the  following  comments  concerning  a question
regarding the Federal  Communications  Commission's April 21, 2004 ruling on our
Voice over Internet Protocol petition:

     Going forward,  we think the  incremental  cost is  measured in the tens of
millions per year. We don't believe these charges would apply retroactively.


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

         (c) EXHIBITS

             Exhibit 99 - Press release dated April 22, 2004.

ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

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

Such  information,  including the Exhibit attached  hereto,  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


April 26, 2004