Filed by AT&T Corp.
              Pursuant to Rule 425 under the Securities Act of 1933
                    and deemed filed pursuant to Rule 14a-12
                    under the Securities Exchange Act of 1934
                           Subject Company: AT&T Corp.
                          Commission File No. 001-01105

                         AT&T intends to distribute the
                             following information
                                on July 1, 2002:

Show Your Moxie, Vote Your Proxy

Retiree  shareholders  are  reminded to vote their  shares  before the 2002 AT&T
Annual Meeting of Shareholders,  which will be held at 9:30 a.m. Eastern time on
Wednesday, July 10, in Charleston, S.C.

To make sure your vote is counted,  please be aware that both the  telephone and
Internet voting  facilities will close at noon on Wednesday July 10. If you vote
by  telephone  or  Internet,  it is not  necessary  to return  your proxy  card.
However, if you elect to vote your shares by mail, you should also be aware that
all proxy cards must be postmarked by Wednesday July 10.


As part of the AT&T Annual Meeting process, shareholders are being asked to vote
on several proposals:

o    Items  related to the  proposed  merger of the AT&T  Broadband  and Comcast
     Corporation and the AT&T Comcast charter*
          *Approval of the AT&T Comcast  charter is a condition to completion of
          the proposed merger of AT&T Broadband and Comcast.  Therefore, if AT&T
          shareholders wish to approve the proposed merger of AT&T Broadband and
          Comcast, they must also approve the AT&T Comcast charter.
o    Items  related  to the  proposed  creation  of an  AT&T  Consumer  Services
     tracking stock
o    One-for-five reverse stock split
o    Election of Directors
o    Ratification of Auditors
o    Five shareholder proposals

Your vote is important and our retiree shareholders are encouraged to vote their

                                      # # #

Realization of the broadband vision

The goal for the  merger  of AT&T  Broadband  and  Comcast  Corp.  announced  in
December - which  will be  voted  on  at  the July 10  shareholder  meeting - is
simple: maximize the creation of shareholder value.

The  management  teams of AT&T and Comcast are  confident  the $72 billion  deal
meets this goal,  and that the merged company will provide more services to more
people more quickly than if the companies stayed independent.

In a joint proxy statement filed in mid-May, AT&T and Comcast explain the merger
in detail,  and then outline two separate  votes that will be taken - one on the
agreement itself, and one on the AT&T Comcast governance charter. Both proposals
must be approved for the merger to move forward.

Both AT&T and Comcast bring considerable strengths to the table for the creation
of the proposed merged company:

o    AT&T Broadband is the United States' largest  broadband  services  company,
     providing  television  entertainment  services  to more than  13.4  million
     customers across the nation as of the end of the first quarter of 2002. The
     company also provides advanced services,  such as digital cable, high-speed
     cable Internet services and competitive local phone service.

o    Comcast is the country's  third-largest  provider of cable  services,  with
     more than 8.5 million  customers as of the end of the first  quarter  2002,
     and is  expanding  its cable  operations  to deliver  digital  services and
     high-speed Internet service.

AT&T  Comcast  Corp.  would be the United  States'  premier  broadband  services
provider,  serving about 22 million  subscribers.  It would work toward bringing
greater choice in affordable  broadband  video,  voice and data services to more
than 38 million homes passed by its cable systems.  The new company's  footprint
includes 17 of the 20 largest  metropolitan areas in the country. Its scale will
allow  it  to  accelerate  the  development  and  deployment  of  new  broadband
applications, such as video on demand and interactive television.

About the deal

The  merger  proposal  AT&T  accepted  calls for AT&T  shareholders  to own a 56
percent  economic  stake  and  about a 66  percent  voting  interest  in the new
company. The Roberts family, which owns Comcast Class B shares, will control one
third of the new company's  outstanding voting interest.  AT&T shareholders will
receive  approximately  0.34 shares of AT&T Comcast Corp. for each share of AT&T
they own (subject to adjustment based on the number of AT&T shares at closing).

The approximate 0.34 shares of AT&T Comcast Corp. that AT&T  shareholders  would
receive  represented  a value  equivalent  to  $13.07  per AT&T  share  based on
Comcast's  closing  share price on Dec. 19, 2001.  AT&T  shareholders  also will
retain complete ownership of AT&T's traditional communications businesses.

With this  unanticipated  but  welcome  change in how the  independence  of AT&T
Broadband will come about, the AT&T  restructuring plan of October 2000 remains:
create new businesses,  with each to become a publicly held business that trades
as a common stock or a tracking stock.

Terms of the  merger  will  accelerate  by a few months  the  departure  of AT&T
Chairman  and CEO Mike  Armstrong.  Armstrong  will serve as chairman of the new
AT&T Comcast Corp. when the merger closes,  instead of retiring from AT&T in May
2003 as he had planned.  Until the deal closes,  Armstrong will remain  Chairman
and CEO of AT&T.

                                      # # #

Additional information and where to find it

In connection with the proposed transactions, AT&T and Comcast will file a joint
proxy  statement/prospectus  with the Securities and Exchange  Commission (SEC).
Investors  and  security  holders  are urged to  carefully  read the joint proxy
statement/prospectus   regarding  the  proposed  transactions  when  it  becomes
available because it will contain important information.  Investors and security
holders may obtain a free copy of the joint proxy  statement/prospectus (when it
is available) and other documents containing information about AT&T and Comcast,
without  charge,  at the SEC's  Web site  (  Free  copies of
AT&T's  filings  may be obtained  by  directing a request to AT&T Corp.,  295 N.
Maple Ave.,  Basking Ridge,  N.J. 07920,  Attention:  Investor  Relations.  Free
copies of  Comcast's  filings may be obtained by  directing a request to Comcast
Corp., 1500 Market Street,  Philadelphia,  Pa., 19102-2148,  Attention:  General

Participants in solicitation

AT&T,  Comcast and their  respective  directors,  executive  officers  and other
members of their  management and employees may be soliciting  proxies from their
respective  stockholders  in connection  with the proposed  merger.  Information
concerning AT&T's participants in the solicitation is set forth in AT&T's Annual
Report for the year ended Dec.  31,  2000,  filed with the SEC on April 2, 2001,
and amended on April 17, 2001, and the proxy  statement for its special  meeting
of  stockholders,  filed  with the SEC on July 3, 2001.  Information  concerning
Comcast's  participants  in the  solicitation  is set forth in a filing  made by
Comcast with the SEC pursuant to Rule 14a-12 on July 9, 2001.