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: February 28, 2001

                                   AT&T CORP.

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

            32 Avenue of the Americas, New York, New York 10013-2412

                         Telephone Number (212) 387-5400

Form 8-K
AT&T Corp.
February 28, 2001

Item 5.  Other Events.

On Wednesday,  February 28, 2001, AT&T said that it has formally  requested that
Time  Warner   Entertainment  (TWE)  convert  the  limited  partnership  into  a
corporation   and  create  equity   securities   that  have  voting  rights  for
registration  with the Securities and Exchange  Commission.  AT&T requested that
its  entire  stake  of  approximately  25.5  percent  in TWE be  designated  for

AT&T's  request  was made under  terms of a  partnership  agreement  the company
inherited as part of its June,  2000,  acquisition of the MediaOne Group.  Under
that  agreement,  AT&T has the right to make this request during periodic 60-day
windows of time.

AT&T also announced that it plans to continue its ongoing  discussions  with AOL
Time Warner to reach a negotiated  agreement  regarding the  company's  stake in
TWE.  AT&T said that the  company  and AOL Time  Warner  have  agreed to suspend
action  under the TWE  registration  process  until March 15,  2001,  while they
continue their discussions.

The  company's  actions with regard to its interests in TWE are part of its plan
to reduce AT&T's debt.

There can be no assurance that the discussions  between AT&T and AOL Time Warner
will result in an agreement.  AT&T does not plan to provide  further  updates on
the discussions unless and until an agreement is reached.

Form 8-K
AT&T Corp.
February 28, 2001


     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/      Marilyn J. Wasser
                                  By:      Marilyn J. Wasser
                                           Vice President and Secretary

February 28, 2001