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                                    AT&T Corp.
                (Name of Registrant as Specified In Its Charter)

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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         (1)    Title of each class of securities to which transaction applies:

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         (3)    Per unit price or other underlying value of transaction computed
                pursuant to Exchange Act Rule 0-11 (set forth the amount on
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    AT&T intends to distribute the following information on June 11, 2002:

                                  [AT&T LOGO]

                                PRESENTATION TO
                                 JUNE 11, 2002

                                 FINAL: 5/29/02

                                  [AT&T LOGO]

                                PRESENTATION TO
                                 JUNE 11, 2002


*    Target Time: 15 seconds

*    Hello. I'm Mike Armstrong, Chairman and CEO of AT&T, and I'd like to
     welcome you to our Global Equity Offering roadshow presentation.

*    Total Presentation Target Time: [x] minutes

                                                                     [AT&T LOGO]


o    J. Michael Cook
     Retired Chairman and Chief Executive Officer
     Deloitte & Touche LLP

o    Louis A. Simpson
     President and Chief Executive Officer
     GEICO Corporation

o    Charles H. Noski
     Vice Chairman and Chief Financial Officer

o    Marilyn J. Wasser
     Vice President - Law and Secretary

o    Connie K. Weaver
     Vice President - Investor Relations

o    Richard D. Katcher
     Wachtell, Lipton, Rosen & Katz

2                                                                    [AT&T LOGO]


o    AT&T Restructuring Overview

o    Review of AT&T Comcast Transaction

o    Current Shareowner Proposals

     *    AT&T Comcast

          -    Merger Agreement

          -    Charter Proposal (Governance)

     *    Consumer Tracking Stock Proposal

     *    Reverse Stock Split

     *    Shareholder Proposals

3                                                                    [AT&T LOGO]

                           AT&T RESTRUCTURING OVERVIEW

o    Announced October 2000

o    Objectives:

     *    Build long-term shareholder value by positioning each company to
          succeed independently

     *    Enhance focus and financial flexibility for all businesses

o    Substantial deleveraging: achieved nearly $22B of net debt reduction in

4                                                                    [AT&T LOGO]

                           CHANGE IN TELECOM INDUSTRY

                                    [BAR GRAPH]

AT&T  -15% (estimate)
WorldCom  -90% (estimate)
MCI  -80% (estimate)
Sprint  -26% (estimate)

Transport Providers
*Global Crossing  -100% (estimate)
*Williams Comm.  -99% (estimate)
Level 3  -95% (estimate)

*Teligent  -99% (estimate)
*Winstar  -99% (estimate)

SBC  -37% (estimate)
Verizon  -27% (estimate)
BellSouth  -34% (estimate)
Qwest  -90% (estimate)

AT&T Wireless  -60% (estimate)
Sprint PCS  -64% (estimate)
Nextel -86% (estimate)
Vodafone  -66 (estimate)

(AT&T, WorldCom, MCI, Sprint, Level 3, SBC, Verizon, BellSouth, Qwest,
AT&T Wireless, Sprint PCS, Nextel, Vodafone:% Change in Stock Prices from
January 1, 2001

Note:  Historical prices have been adjusted for spin-offs and divestitures
(i.e., AT&T Wireless from AT&T).

                                                  | * Bankrupt  |

5                                                                    [AT&T LOGO]

                           AT&T DELEVERAGING PROGRAM

                                  [BAR GRAPH]

AT&T Consolidated
Net Debt (1)
(Dollars in Billons)

2Q00      51.3 billion
3Q00      55.4 billion
AT&T announces restructuring
4Q00      56.2 billion
1Q01      47.5 billion
2Q01      43.6 billion
3Q01      38.5 billion
4Q01      34.3 billion
1Q02      34.4 billion  Net Debt To Be Assumed by AT&T Comcast Corp (~ $17B)

          AT&T Comcast transaction is a significant element of AT&T's
                         on-going deleveraging program

(1)  Net of monetizations and cash; figures presented through 2Q01 include debt
from discontinued operations.

6                                                                    [AT&T LOGO]

                           AT&T'S FINANCIAL STRENGTH

                                  [BAR GRAPH]

Net Debt / EBITDA (1)

Q                    3.674
Sprint               3.448
WCOM Inc.            2.755
AT&T                 2.549
Pro Forma AT&T       1.5
VZ                   2.137
BLS                  1.264
SBC                  1.275

Source:  Company filings.
Note:  AT&T EBITDA excludes other (expense) income and pretax net (losses)
       earnings related to equity investments and includes Excite@Home
       minority interest.  Pro Forma AT&T reflects spin-off of AT&T Broadband.

(1)  Net debt as of March 31, 2002.  EBITDA figures are LTM to March 31, 2002.

7                                                                    [AT&T LOGO]



May 2001
*    AT&T files preliminary proxy for Restructuring

June 2001
*    Comcast initiates discussions regarding potential combination
*    AT&T Board meeting - discussions should continue only if economic and
     corporate governance concerns addressed

July 2001
*    Comcast sends unsolicited offer letter; AT&T Board reviews
*    Proposal rejected due to economic and corporate governance concerns
*    AT&T Board directs management to explore alternatives

September 2001
*    Multiple confidentiality agreements signed
*    AT&T Board reviews status
*    Meetings with Comcast and other interested parties

October 2001
*    AT&T pursues best shareholder value option
*    Considers transactions and other strategic alternatives
*    Focus on value, governance and execution certainty

December 2001
*    AT&T Board reviews bids - again determined insufficient
*    Revised bids with improved economic and corporate governance terms
*    AT&T Board reviews all alternatives, selects Comcast as best
     alternative for value, governance and execution certainty

8                                                                    [AT&T LOGO]

                            AT&T COMCAST TRANSACTION
                                PROCESS OVERVIEW

o    Very active and on-going Board involvement

o    Successfully executed a very competitive process to achieve the best
     economics and corporate governance

o    Continuously received institutional investors' views and presented them
     to the Board

o    Significant cross-ownership exists between AT&T and Comcast shareowner

o    Investors were focused on strategic and economic benefits of a
     combination; expressed view that governance should not be a barrier to
     deal execution

       Process yielded a transaction with superior economics and greatly
                          improved governance features

9                                                                    [AT&T LOGO]

                                INDEPENDENCE OF
                           AT&T'S BOARD OF DIRECTORS

o    The Board that voted on all aspects of the Comcast merger was 100%
     independent with the exception of C. Michael Armstrong

     Board Members              Professional Affiliation
     -------------              ------------------------

J. Michael Cook                 Retired Chairman and CEO, Deloitte & Touche LLP

Kenneth T. Derr                 Retired Chairman, Chevron Corporation

M. Kathryn Eickhoff             President of Eickhoff Economics, Inc.

George M. C. Fisher             Retired Chairman and CEO, Eastman Kodak Company

Amos B. Hostetter, Jr.          Chairman, Pilot House Associates

Shirley A. Jackson, Ph.D.       President, Rensselaer Polytechnic Institute

Donald F. McHenry               President, IRC Group; former U.S. Ambassador

Louis A. Simpson                President and CEO, GEICO Corporation

Michael I. Sovern               President Emeritus, Columbia University

Sanford I. Weill                Chairman and CEO, Citigroup, Inc.

10                                                                   [AT&T LOGO]

                        AT&T COMCAST TRANSACTION SUMMARY

o    Merger between Comcast and AT&T Broadband

o    Tax-free spin-off to shareholders

o    Values AT&T Broadband at $72 billion, implying $4,500 per subscriber*

o    AT&T shareholders will receive approximately 0.32** of AT&T Comcast
     Corp shares for each share of AT&T (subject to adjustment)

     *    AT&T Comcast may be required to issue additional shares if the class
          of AT&T Comcast common stock received by AT&T shareholders is not
          included in the S&P 500

o    AT&T shareholders will own 54.8% of the economics and 60.6%
     of the vote of the new company under the preferred structure

*  Value from December 20, 2001 announcement.
** Adjusted for June 2002 equity offering of approximately 230 million
   AT&T common shares.

11                                                                   [AT&T LOGO]



Pro forma Revenue:  $19.7B
Pro forma EBITDA:   $4.8B

                           [MAP OF THE UNITED STATES]

Seattle             1.0
Portland            0.4
Salt Lake City      0.3
Sacramento          0.6
Bay Area            1.8
Los Angeles         0.5
Denver              0.6
Twin Cities         0.3
Dallas              0.6
Chicago             1.7
Detroit             1.0
Nashville           0.3
Atlanta             0.6
Jacksonville        0.3
Miami               0.8
Harrisburg          0.5
Pittsburg           0.6
  Washington        1.5
Philadelphia        1.8
NY/NJ/CT            0.8
Boston/Hartford     2.2

o    Creates most attractive, highly-clustered cable footprint with 38M homes
     passed and 22M subscribers

o    Potential for scaling new and innovative products and services
     to consumers (telephony, high-speed internet, video-on-demand)

o    Experienced management and employees

o    Financial strength and flexibility

     New company represents the superior value opportunity for shareholders

Note:  Financial data from page III-7 of May 14, 2002 proxy; EBITDA excludes
       other income, pretax equity earnings (losses), asset impairment,
       restructuring and other charges.

12                                                                   [AT&T LOGO]

                          IMPROVED ECONOMICS FOR AT&T

                         Original Proposal         Final Proposal      Additional Value for
                               (July)                (December)        AT&T Shareholders ($B)
                         -----------------         --------------      ----------------------

Comcast Shares
Issued                       1.0525B                   1.235B                $ 7.1 (1)

Debt and Other
Liabilities Assumed          $13.5B                    $24.9B                11.4

Other Assets
Acquired                                               Time Warner           TBD

              Implied Per Subscriber Valuation for AT&T Broadband

       July 2001                ----------->            December 2001

   $3,700 - $4,000                                          $4,500


(1)  Based on December 19, 2001 closing Comcast stock price of $38.07.

13                                                                   [AT&T LOGO]

                         IMPROVED CORPORATE GOVERNANCE
                         FOR AT&T COMCAST SHAREHOLDERS


o    Roberts family has 3% of stock but 87% of vote

o    Roberts family controls all matters requiring shareholder approval

o    Comcast shareholders have few corporate governance-based rights

AT&T Comcast

o    Roberts family voting rights limited to 33% of voting rights

o    For 10 years:

     *    Roberts family cannot receive a control premium not shared with public

     *    Roberts family cannot sell shares outside family without approval of
          public shareholders

o    Majority of Board to consist of independent directors

o    For 2005 election and beyond, independent directors are the majority of
     the nominating committee

o    Shareholders have right to elect all directors after first full year of
     new Company's operations

o    Annual election of all directors (67% of S&P 500 companies have
     staggered elections)

o    Shareholders have ability to nominate and replace directors

14                                                                   [AT&T LOGO]

                        RISKS OF VOTING AGAINST THE AT&T
                           COMCAST CHARTER PROVISION

o    Voting down the charter provision effectively terminates the merger

o    Failure to complete merger leaves AT&T with a large debt burden

o    Alternative debt-reduction strategies could result in lower value for
     AT&T shareholders, have onerous tax consequences, and have execution risk

o    Other strategic alternatives offered less attractive economics and
     corporate governance, and higher execution risks

o    No assurance that Comcast will renegotiate charter provisions

15                                                                   [AT&T LOGO]

                          AT&T CONSUMER TRACKING STOCK

o    Maximize value to shareholders by creation of separate securities for
     distinctly different businesses

     *    Consumer - income-oriented investors

     *    Business - value-oriented investors

o    Due to regulatory and financial limitations, tracking stock was best

o    Anticipated to be a tax-free distribution to shareholders; not a
     targeted public offering

o    Issue when and if appropriate market receptivity exists

o    Expected to have a meaningful dividend

o    No negative corporate governance tie-ins bundled into creation of
     tracking stock

     *    Tracking stock incentive thresholds and employee stock purchase plans
          meet ISS guidelines

o    Voting rights balanced to economic interest

16                                                                   [AT&T LOGO]

                               DIFFERENTIATION OF
                             AT&T CONSUMER SERVICES

     Business Strategy /           o    Strategic standalone business
     Growth Initiatives                 with industry-leading assets


     Management                    o    Includes complete leadership
                                        team, including CEO; extensive
                                        experience in relevant industries


     Financial Strength            o    Prudent capitalization; strong
                                        balance sheet of parent


     Dividend Policy               o    2/3rds of current dividends would
                                        be allocated to tracking stock


     Operating Performance         o    Consistently met or exceeded

17                                                                   [AT&T LOGO]

                              REVERSE STOCK SPLIT

o    1-for-5 reverse stock split reduces shares outstanding from 3.6 billion
     to approximately 700 million

     *    Shares outstanding will be in line with level prior to cable

     *    Targeted for implementation concurrent with the close of the AT&T
          Comcast transaction

     *    Authorized common shares proportionately reduced to eliminate excess
          issuable shares

o     Maintains maximum flexibility for institutional holders

o     Brings stock price in line with other companies in broad market indices

18                                                                   [AT&T LOGO]

                                CONCLUSION: AT&T

o    AT&T Comcast provides AT&T shareholders with best value and future
     growth prospects for AT&T Broadband business

o    AT&T Comcast merger results in best deleveraging outcome for the
     remaining AT&T enterprise and best foundation for shareholder value

o    Consumer Services Tracking Stock offers potential value in appropriate
     market conditions, and provides greater transparency to distinctly
     different businesses

o    AT&T Comcast and Tracking Stock governance issues were carefully
     considered and addressed by the AT&T Board of Directors

o    Failure to support AT&T Comcast charter puts shareholders at risk

                     We urge AT&T shareholders to vote FOR
                          the restructuring proposals

19                                                                   [AT&T LOGO]

The following contain "forward-looking statements" which are based on
management's beliefs as well as on a number of assumptions concerning future
events made by and information currently available to management. Readers are
cautioned not to put undue reliance on such forward-looking statements, which
are not a guarantee of performance and are subject to a number of
uncertainties and other factors, many of which are outside AT&T's control,
that could cause actual results to differ materially from such statements.
For a more detailed description of the factors that could cause such a
difference, please see AT&T's filings with the Securities and Exchange
Commission. AT&T disclaims any intention or obligation to update or revise
any forward-looking statements, whether as a result of new information,
future events or otherwise.   This information is presented solely to provide
additional information to further understand the results of AT&T.

AT&T has filed a proxy statement and other materials with the Securities and
Exchange Commission.  Security holders are urged to read these materials
because they will contain important information.  Investors and security
holders may obtain a free copy of these materials when they become available
as well as other materials filed with the Securities and Exchange Commission
concerning AT&T at the Securities and Exchange Commission's website at  In addition, these materials and other documents may be
obtained for free from AT&T by directing a request to AT&T at 295 North Maple
Drive, Basking Ridge, NJ 07920; Attn: Investor Relations.

AT&T and its officers and directors may be deemed to be participants in the
solicitation of proxies from AT&T's shareholders.  Information regarding such
officers and directors is included in AT&T's proxy statement for its 2002
annual meeting of stockholders filed with the Securities and Exchange
Commission on May 14, 2002.   This document is available free of charge at
the SEC's internet site or from AT&T as described above.