UNITED STATES
                       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: October 7, 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 Offices)

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

                                 Not Applicable

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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ]  Soliciting  material  pursuant to Rule 14a-12  under  Exchange  Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))


ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On October 7, 2004, AT&T Corp.  ("AT&T") issued a press release announcing asset
impairment and restructuring charges. A copy of the press release is attached as
Exhibit 99.1. The information contained in this Item 2.02 and Exhibit 99.1 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.


ITEM 2.05. COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.
See item 8.01 the contents of which are incorporated herein by reference.


ITEM 2.06. MATERIAL IMPAIRMENTS.

In July 2004, AT&T announced a strategic  change in our business focus away from
traditional   consumer  services  and  towards  business  markets  and  emerging
technologies.  As a result of this strategic  change, we performed an evaluation
of our long-lived  assets  including  property,  plant and equipment  (PP&E) and
internal use software  (IUS),  as this  strategic  change  created a "triggering
event"  necessitating  such a review.  In  assessing  impairments  we follow the
provisions  of  Statement  of  Financial  Accounting  Standards  (SFAS) No. 144,
"Accounting for the Impairment or Disposal of Long-Lived  Assets." We operate an
integrated telecommunications network; therefore we performed our testing of the
asset  group  at the  entity  level,  as  this is the  lowest  level  for  which
identifiable cash flows are available.

In  performing  the test, we  determined  that the total of the expected  future
undiscounted  cash flows directly related to the existing  service  potential of
the asset group was less than the carrying  value of the asset group;  therefore
an  impairment  charge  was  required.  The  amount  of  the  impairment  charge
represented  the  difference  between  the fair value of the asset group and its
associated  carrying value. We calculated the fair value of our asset group with
the  assistance  of  an  independent  third  party  valuation  specialist  using
discounted cash flows. The discounted cash flows  calculation was made utilizing
various  assumptions and estimates  regarding future revenue and expenses,  cash
flows and discount rates. Per SFAS No. 144, the forecasts were developed without
contemplation of investments in new products. We determined that a $11.4 billion
impairment  charge  to PP&E  and IUS was  necessary  on  October  7,  2004.  The
impairment  charge resulted from sustained pricing pressure and the evolution of
services toward newer  technologies in the business market as well as changes in
the regulatory environment,  which led to a shift away from traditional consumer
services.   The  charge  was  non-cash  and  will  not  result  in  future  cash
expenditures.

The strategic  change in business focus also created a "triggering  event" for a
review of our goodwill.  We follow the provisions of SFAS No. 142, "Goodwill and
Other Intangible Assets" for determining and measuring impairments. SFAS No. 142
indicates that if other types of assets (in addition to goodwill) of a reporting
unit are being tested for  impairment  at the same time as goodwill,  then those
assets  are to be  tested  for  impairment  prior  to  performing  the  goodwill
impairment testing.  Accordingly, the PP&E and IUS impairment charge noted above
reduced the carrying value of the reporting units when performing the impairment
test for goodwill.

The  goodwill  impairment  test  requires us to  estimate  the fair value of our
overall  business  enterprise down to the reporting unit level. We estimate fair
value using both a  discounted  cash flows model,  as well as an approach  using
market comparables,  both of which are weighted equally to determine fair value.
Under the discounted cash flows method, we utilize  estimated  long-term revenue
and cash flows  forecasts,  as well as assumptions of terminal  value,  together
with an  applicable  discount  rate to  determine  fair value.  Under the market
approach,  fair value was determined by comparing our reporting units to similar
businesses (or guideline companies).  We then compared the carrying value of our
reporting units to their fair value. Since the fair value of the reporting units
exceeded their carrying amounts, no goodwill impairment charge was recorded.


ITEM 8.01. OTHER EVENTS.
On October 7, 2004, AT&T announced that during the third quarter of 2004 we will
record net restructuring and other charges of $1.1 billion, primarily consisting
of employee  separation  costs related to both AT&T  Business  Services and AT&T
Consumer  Services,  including $0.3 billion of benefit plan  curtailment  costs.
This activity resulted from the continued  integration and automation of various
functions  within network  operations  and the strategic  change we announced in
July 2004.  These exit plans will impact  approximately  11,200  employees  (the
majority  of which  were  involuntary  terminations).  Approximately  60% of the
employees  impacted  by  this  exit  plan  are  managers.   We  anticipate  that
approximately  two-thirds of the employees associated with these exit plans will
be notified or will leave their positions by the end of 2004.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(C) EXHIBITS

    EXHBIT 99.1 - Press release dated October 7, 2004





                                   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.
                             By:  /s/  C. R. Reidy
                             ----------------------------
                                       Christopher R. Reidy
                                       Vice President - Controller


October 7, 2004





    Exhibit Index

    Exhibit No.   Description
    99.1          Press release dated October 7, 2004