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. 1-1105

                                          Date: December 21, 2001

     The following joint analyst meeting was held by AT&T Corp. and Comcast
Corporation on December 20, 2001:

                       AT&T Corp. and Comcast Corporation
                             Joint Analyst Meeting
                               December 20, 2001
                               8:30-10:00 a.m. ET

          Connie Weaver - AT&T

          ...get everybody in their seat. Good morning. I'm Connie Weaver, Vice
          President of Investor Relations for AT&T. On behalf of AT&T and
          Comcast, we are pleased to see you all here this morning, and we'd
          also like to welcome those of you who are joining us by telephone and
          those of you who are listening and participating in the live Webcast.
          I trust you've all had an opportunity to review the press release
          that we put out last night and you can certainly find that if, if
          you've not, on either ourselves or Comcasts' Web site. We're very
          excited to talk about this exciting transaction, which creates the
          world's preeminent broadband services company.

          Joining me here to discuss the program is Mike Armstrong, Chairman
          and CEO of AT&T; Ralph Roberts, Chairman of Comcast; Brian Roberts,
          President of Comcast Corporation; Chuck Noski, AT&T's CFO; Steve
          Burke, President of Comcast Cable Communications; Bill Schleyer,
          President and CEO of AT&T Broadband; John Alchin, Executive Vice
          President and Treasurer of Comcast who's joining us right here; Larry
          Smith, Executive Vice President of Comcast; and, of course,
          additionally from Comcast, Marlene Dooner, Vice President of Investor
          Relations is also with us. Additionally joining us is Julian Brodsky,
          our Vice Chairman of Comcast and Ron Cooper, Chief Operating Officer
          from AT&T Broadband. Additionally, Greg Braden who runs our Voice,
          Data and Central Operations with AT&T Broadband, and Mike Huseby,

          Before we get started, we'll have a couple of short remarks and then
          we're going to turn things over to you for your questions and also
          open things up to the phones to take questions for those of you who
          are not able to be with us here this morning. I'd like to

          point out that the slides accompanying the presentation, for all of
          you here, were on your chair, so hopefully you all have a copy. They
          also are available in a downloadable form vis-B-vis both the Comcast
          and AT&T Web sites. Let me quickly give you those addresses. For AT&T
          it's and for Comcast it's The audio portion of
          our call today is also being recorded.

          Now, before I turn things over to Mike, I'd like to caution all
          participants that today's presentation may contain forward-looking
          statements, reflecting managements' beliefs and assumptions
          concerning future events based on currently available information.
          Listeners are therefore cautioned not to put too much undue reliance
          in the forward-looking statements as they are not a guarantee of
          future performance and may be subject to a number of uncertainties
          and other factors that could cause actual results to differ
          materially from forecasts. As more detailed information on these
          uncertainties become available, you can get them in the press
          releases from both AT&T and Comcast or through our respective filings
          with the Securities & Exchange Commission.

          Now, without further ado, let me turn things over to Mike Armstrong.

          Mike Armstrong/AT&T

          Thank you, Connie and good morning, ladies and gentlemen. Thank you
          on such short notice. I think it was sometime last night that you
          might have received notice that we were having the very first
          analysts meeting of AT&T/Comcast Corporation. I would assure you that
          this process has been rigorous. I don't know that I ever dreamed of
          trying to concurrently dialogue or negotiate with multi-parties
          concurrently over this period of time in order to realize the most
          value for both sets of shareholders. I think Chuck Noski, probably as
          we wound down had the best quote on it. He said, "This process is
          beginning to lose its charm." We're delighted, in fact, we're
          thrilled today with the combination that we've put together.

          I have a first chart here, if you'd bring it up, please, and it's
          that vision thing. Let me start with that. Some call it the "bundle"
          and some call it "convergence." Let's just put it down into the
          simplest of terms. AT&T did not get into cable in order to do the
          broadcast analog/video entertainment business per se, but rather to
          invest in an infrastructure and a reach based upon fiber optic
          technology that would enable, with the digitization of networks, to
          carry three businesses over one infrastructure - a video, a voice and
          a data business, and all the manifestations of them and all the
          things with the IP protocol that permit them to talk to each other,
          to converge and to all the eventual devices that will end up
          receiving them. That's what we had in mind when we started out on the
          journey and that's indeed what we have in mind as we bring this
          marvelous combination together of AT&T Broadband and Comcast.

          In fact, I know there's been a lot written since the July timeframe.
          This actually started back in January. Brian and I were at a
          conference and we took some time out to just sit down and talk about
          the industry, about technology and services and markets, and the two
          companies, and we had some things that were really in common. One,
          that this thing that used to be cable and a pretty much local analog
          video business was


          transforming itself into a fiber optic digital business, a broadband
          business that could do all three services. We agreed that that would
          make a difference, not only in what it could become in terms of a
          national scale, but how one would cluster within that national scale
          so we could leverage your infrastructure versus the homes passed and
          the multiple services, and the marketing and the support and the care
          to those consumers. We quickly shared the vision of multiple services
          as well as that scale would count; that the synergies of these coming
          together would count. Maybe just to use the old manufacturing term,
          we really believe that we could be the "low cost" producer.

          The third thing is that I get either blamed or, occasionally,
          attributed that putting three businesses and bringing the convergence
          of the bundles to the consumers was a good idea, but there was
          actually somebody who had that thought long before I did. In fact, he
          had that thought and he named his company after that vision, and, of
          course, that's Ralph Roberts. Because what do you think Comcast
          stands for? It stands for communications and broadcast, and that
          pretty much is the definition of what we've put together today is a
          very, very powerful communications company and broadcast company who
          we think has a great future. So Ralph, I will enjoy sharing some of
          the blame as well as some of the future with you. Congratulations.

          Second slide. This is very consistent with what we set out to do.
          Back in October of 2000, we looked at what we had built, which were
          four businesses. As you've heard me say, some of us who have been
          together before, the hand we were dealt in the AT&T company was to
          transform this company from what was created by Judge Green, the
          middle of the phone call, into new networks, digital networks,
          broadband networks, that we could then bundle the services and scale
          the businesses. As we set out to do that, we recognized that both the
          capital structure and the equity currency needed to be redefined in
          market terms both to deliver the potential of the growth of those
          businesses as well as the value to our shareholders. We set out to do
          a four AT&T business distribution to our shareholders. Along the way,
          we had the opportunity to make a combination out of broadband. But we
          are still committed to go to our shareholders for a tracking stock,
          for our consumer business, which in the second half would be
          dividended to our shareholders, which would enable them, the AT&T
          company, to be the business services enterprise global data company.

          What this does is accelerate that implementation of that original
          strategy into a defined timeframe. And we believe by the end of 2002,
          we already have wireless, which was distributed to our shareholders
          as an asset-based stock in July, that in the second half we would
          dividend the consumer company, a yield company, to our shareholders
          and that within the 12 month timeframe we should be through the
          regulatory process for AT&T/Comcast. So I hope to, both you who
          assess us as well as those who might invest in us, that we will be
          able to realize that vision or that distribution and that value and
          that capital structure and the ability for each of these businesses
          to have the potential of its capital structure to realize the growth
          and a currency in which it is judged in terms of the industry it
          serves. Because the difference between the wireless and broadband
          growth businesses, the consumer a yield business, and the business
          enterprise business, which is more of a value business, we now will
          be able to get the market metric that they deserve.


          Next slide. I would like to spend just a few minutes, if I may, on
          the AT&T, what we call Communication Services Company, made up of
          Business Services and Consumer. I would submit - the strongest, most
          powerful enterprise communications company serving our global
          customers. It is a company that just in the Business side has over 4
          million business customers. That's more customers than any other
          communications company that I know, anyway. We reached a crossover
          point this quarter in Business Services. For some 100 years, voice
          long distance had dominated Business Services. As many of you know,
          we set out to transform it by investing in local, by investing in IP,
          investing in a network in which we had coast-to-coast reach with a
          state-of-the-art OC192 network and deployed our functionality
          intelligence at the edge of the network, invested in a hosting system
          to sit atop of our fiber optics for an intelligent network, invested
          in the Services Business. And we crossed over, that for the first
          time this quarter the non-voice revenue of Business Services will
          exceed the voice revenue of Business Services. We came, from the 1998
          the voice was 76% of our Business Services operation and now it's 49%
          and that trajectory will continue, because the growth businesses are
          growing. They're growing in the double digits. We see our Data
          Business growing at about 20%. If you measure the packets, it's even
          growing faster than that, our Services Business is growing, our Local
          Business is growing. In fact, we're probably one of the largest
          CLEC's, in terms of the business market, in the country. We're in 80
          markets, we have some 17,000 route miles of local connectivity. In
          terms of the enterprise, from an IP reach of data we have some 850
          POP's with 60,000 miles of optical cable.

          In the Consumer Business, we continue to manage that for its cash
          flow and margin. To be in that business and selling minutes to
          consumers, to have a 33.4% margin, I would submit, is being managed
          very well in some $4 billion of EBITDA. Going forward, that business
          will transform itself from the middle of the call to connect the
          customers using the resale at the local loop in two fashions: a
          narrow band fashion with UNI P, where we have both economically and
          operationally viable opportunity; and with a DSL implementation where
          our model is a retail model, going to our 60 million customers who we
          know how they call and where they call from and what they do in order
          to offer them a multi-services platform of local, multi-line, feature
          set, long distance and data in an AT&T package that we believe our
          customers, in fact, will endorse and accept. And as a result, turn
          that business from the declining long distance Consumer Business,
          into a multi-services platform growth business.

          Next slide. You can see that the combined AT&T/Comcast is indeed a
          powerful company. That represents a trailing 12 months of our
          combined AT&T Broadband and Comcast revenue and EBITDA. You can see
          that the projected EBITDA growth is approaching 20% as we look out
          into the future. I might speak about the Best Value proposition to
          the consumer, because I think everybody's been pretty much made aware
          that the homes passed that this combination presents indeed has an
          enormous potential. I know it's customary to talk about things in
          terms of analog video revenue per subscriber, but if you think about
          where we're all coming from on this combination, a more meaningful
          definition of the future is how many homes are passed, because all
          those homes take telephone service; a different configuration to data
          services. Putting it together so that all those services appeal to
          all of that market is the underpinning of what we're up to. More
          services to more people, more quickly.


          In terms of the value to the consumers in offering all three
          services, the first thing is that the customer gets the opportunity
          to pay less. As some of you know who may live in our markets, when we
          put the bundles together, somebody pays less for each service if they
          take more bundles. A pretty fundamental concept.

          The second thing we found is that our penetration levels obviously go
          up greater based upon marketing to the homes passed rather than offer
          the video base of just the subscribers for that service. We also find
          we had a lower acquisition cost. We found, for example, that in
          Boston we did a little study on the 100,000 telephony customers we
          had and we found two very interesting things. We cut by a huge
          percent our acquisition costs for either the second service being
          telephone or data once our consumer said, "I'd really like that
          telephone service." And of course the telephone business on this
          infrastructure, we very much are the low cost producer. When you look
          at both our costs of adding incrementally that application,
          telephony, and the price structure of what we offer, you're looking
          at 15-35-40% less price to the consumer for just that service alone.
          Then finally, we also found that when customers sign up for more than
          one service, our churn is much less. Those of you familiar with
          either of the telephony and cable business know that churn is a
          fundamental determinate of margin.

          Then finally, we present a company with the financial strength and
          flexibility going forward to further participate in strengthening
          this business, because we'll have an investment grade AT&T/Comcast
          and a very strong balance sheet for our business service company as

          In summary, next slide, and I think this is pretty much known by
          everybody, I would make only one point in order to clarify it,
          because it caught my eye and I know you will all focus on it. What
          does "Subject to Adjustment" mean? Of course, some think that Comcast
          still has more to give and I wanted to dispel that. Brian assured
          me last night he gave all that he could, so we really don't mean
          subject to that. But rather, you know the transaction's based on a
          ratio and the .34 of AT&T/Comcast Corp. Class A shares for each share
          of AT&T, so it's a ratio, not subject to any other adjustment, and
          that would be dependent upon the shares outstanding of AT&T.
          Otherwise, that's pretty straightforward.

          Go to the next slide. Just in summary, again, let me comment, if I
          may, on best of both teams. I think one of the real determinants of
          the outcome of this vision and the economic potential of this company
          is obviously rooted in its management team. To bring together the
          Comcast and AT&T Broadband management team, I would submit, is the
          "dream team" of the, whether you call it the communications industry
          or cable industry or any industry. This is one doggone great
          management team.

          How we're going to figure it all out going forward is to have an
          executive transition team that would be headed up by four executives:
          Chuck Noski and Bill Schleyer from our AT&T side and Steve Burke and
          Larry Smith from the Comcast side. And with their help, Brian and I
          will figure it out going forward.


          In terms of regulatory approval, we believe that this presents a very
          compelling case on two fronts for regulatory approval. First, to
          consumers, we think obviously we're going to offer more choice. We
          think we're going to offer very competitive, if not lower prices, to
          our consumers. And, we think we're going to be able to accelerate the
          broadband data deployment as a result of the financial strength. So I
          think consumers are going to benefit from this combination.

          Second, I think competition is going to benefit. I know that Chairman
          Powell at the FCC has often spoken that the true competition going
          forward is facilities-based competition. As some of you know who have
          listened to me over the years, one of the fundamental underpinnings
          or principles of our investments have been to be a facilities-based,
          broadband provider of digital services, and by now bringing this
          national reach, we bring national competition for those services
          based upon a facilities approach.

          Finally, the last chart, do we believe we're "creating value in the
          marketplace for our shareholders?" Now, how did we get to 86? We're
          hopeful that your assessment of our company will make that a very
          distant memory as the value increases going forward. That's simply
          multiplying the transaction with the price of the Comcast stock and
          you multiply that market price times 1.235 billion shares that's in
          this deal and you get $86 billion.

          There's kind of another interesting phenomena, that if that indeed is
          the value of this new company, which is simply arithmetic, what's the
          arithmetic of AT&T Communication Services' Business Services? That
          puts that value at about two times cash flow at the current market
          prices. So what we hope we're bringing to our shareholders is the
          unlocking or unleashing of shareholder value going forward.

          With that, I'd like to turn it over to my new partner, Brian Roberts.

          Brian Roberts - Comcast

          I think the best part of this transaction is we all get to have a
          good holiday. We appreciate resolving it and having, at least today
          and tomorrow, before people run off for their well-deserved holidays,
          to talk about the new company and sort of go into some more details
          about all the hopes and aspirations we have.

          There's many other people from Comcast and AT&T in the room today, in
          addition to the ones Connie mentioned, and some of the advisors and
          the teams that helped make this day possible and I just want to thank
          them from the bottom of my heart. I do believe, as you go to the next
          slide, that this new company really is an engine for shareholder
          growth, for new products and for sort of an unparalleled opportunity
          in the cable and broadband business. You will have lots of time in
          the months and years ahead to talk about and find the best ways to
          exploit that opportunity, but if you just look at where we begin, you
          will have one of the premier footprints in what is clearly a growth
          business, not something that's yesterday's business. And I think you
          couldn't dream of a better opportunity. So whether that is the video
          space where Comcast has, perhaps, more focus in the past, or AT&T's
          vision of communications, or data where we've both been


          going aggressively, it doesn't matter, because it will rise to the
          top what the right opportunities are.

          We think the content opportunity alone, something that I have had a
          lot of practice and experience watching the value creation from the
          cable systems, to have a company with 22 million footprint, it's hard
          to dream of all the opportunities that we're going to be able to
          think of, I think. We have an entrepreneurial-based model, so there
          are many business people out there who will say, "Well I can take my
          idea, come to this company first and see if we can't strike a
          partnership and make it happen." Not every idea has to come from
          within the company. Of course, there's a terrific cost synergy
          opportunity in addition to revenue enhancement.

          Let's go to the next slide. This talks a little bit, we figure we'd
          bump the price about, depending upon how you analyze it, call it 15%,
          10-16%, I'd say. We basically offered 4,000-4,100 per customer and
          this deal, you'll run your own math, but we think it's around 4,500
          or so.

          Why did we do that? Well, first of all, it was competitive, and Mike
          and Chuck and their team, they're to be congratulated. They ran a
          marvelous process, but they gave us a complete and level opportunity
          to come in and study the company in diligence and spend some time.
          And what we found was a company that's on a trajectory clearly on its
          own to radically improve the margins, to realize the telephony
          investment. I think the changes and the enhancements to the
          management team that they've made, with Bill Schleyer who I've known
          for a long time, and we both were there at the very beginning of the
          first idea of a cable modem, sitting around a table with a bunch of
          people in Cable Labs, that we got more comfortable, not less, that
          this idea made sense. That gave us the conviction to go for it.

          At the same time, as Mike said, we've committed, when you're tripling
          your company, its size in one moment, to step back and say, "We know
          realistically that we need help in how to make that happen." And
          we've committed to both AT&T and to ourselves to find a way to
          integrate the best of both organizations, and that's going to be a
          pleasure and a high class opportunity.

          Let's go to the next slide. Let's take a look at the company, because
          I'm still stunned. How about 80%, 79% of all our systems will have
          over 250,000 customers per system. When I first got into the
          business, I was working in Trenton, New Jersey and I got sent to
          Flint, Michigan, was not happy about that, thought I had done
          something wrong, and Flint had 50,000 customers and was the one of
          the largest cable systems in the country at the time. Have 80% of
          your company and 250,000, that's a totally transforming opportunity.

          And if you look on the next slide, as we've said before, this company
          together has eight of the top ten DMA's where they're a major
          presence and 70% of the top twenty DMA's. So things that have been
          sort of unthinkable before, as Mike said, on the national scale, to
          go to an advertiser and say, "We can deliver you eight of the top ten
          cities for 100 cable channels for advertising," there's no one place
          to go shop and be able to do that right now. And whether that is
          through services and then quickly rolling


          them out, as I believe time will reveal this opportunity and you have
          to just step back and say these are high grade, technology upgraded
          plant facilities with three different businesses that we're trying to
          go at. We're not going to get ahead of ourselves, but with the
          integration process that we're going to do with this footprint, it's
          a remarkable opportunity.

          Turn the slide, please. Just quickly, you can see that if you have a
          new channel or a new technology or new idea, where would you go
          first? So I think we get a first look.

          Next slide, please. What is that first look going to be all about?
          Well, clearly, it's each of the new products. So are we done? No. I
          think cable modems use one channel. People tend to forget that. All
          the great success, we drove $40, $45 in our case, right now per
          customer, we'll have a million or so very shortly paying $45 a month
          for a product that started at zero 24-30 months ago. What if we do
          five channels, ten channels, to devote more of our bandwidth, we can
          split the nodes. So whether that's VOD or SVOD or home networking,
          some of us are going to go to the Consumer Electronics Show next
          month. Last year the rage was people who, just as when television got
          started there was one TV in the house, there was one PC in the house.
          Now, everybody wants their own PC. All my kids want for Christmas is
          their own computer. It's unthinkable how fast that is changing the
          way the next generation want to function.

          That is what's so exciting about this company, to have the connection
          that people want. And whether that's video games and the X-box and
          Nintendo Systems all integrated into your house, that's what we mean
          by home networking.

          And, of course, on the content side, Steve's going to talk a little
          bit, and I will as well, but the ability to incubate channels. I just
          want to brag on QVC for one moment. About three Sundays ago, post
          September 11th, post the bad economy, and it's in one of the
          newspapers this morning, Dell Computers sold on QVC 32,000 PC's in
          one day. We sold $72 million worth of merchandise on one channel, $80
          million worldwide in one day, on one television. So electronic
          commerce is a huge part of this company's future and we're positioned
          with the world's leader in electronic commerce. We will do more
          packages shipped this year than Lands End, LL Bean and Amazon

          Slide, please. And, of course, if you believe in digital data,
          telephony, whichever is your favorite, this company it sitting with
          nearly 5 million digital boxes, 2 million plus data customers and
          right about 1 million telephony customers. If growth of new products
          is where the engine of the future comes from, we think AT&T/Comcast
          offers that.

          Next slide, please. Let me talk about telephony for a moment. That's
          probably the most interesting and new opportunity that came from the
          due diligence process. Kind of in the middle of it, Mike and Chuck
          and some of us sat down and they looked at us and said, "You know, we
          have a vision, we've done a lot of the hard work and we've taken some
          of the arrows in the back for being pioneers of a business that could
          be bigger than your data business, and you have not fully endorsed
          that." And I said, "Well that's not really right. It is true that we
          haven't started in earnest, but there is no greater revenue


          opportunity than the hundred billion dollar a year local phone
          business" and this company, when we sat down and rethought it, has a
          bigger footprint than any single RBOC. And to not even try seemed

          Now, AT&T is going to continue on their phone strategy between now
          and closing, and I think they're at an inflection point. So we then
          said, "Well if we could leverage off of that, kind of turn this
          around, we don't have to go through some of that pain and suffering
          to get going. We don't have to build a new billing system and
          provisioning system and the switches and the NOC's and all those
          things." And as the world evolves to a digital world, IP world, this
          company has the ability to get going faster. So this accelerates an
          opportunity that we have stood up and said that we endorse, and so it
          takes it from the world of academia to the world of here's the real
          world. You've got an opportunity, the company's invested, the
          capital's been spent, why not let it take off? And that's when I
          think we sort of said we can share a vision that it is a
          three-service company in the future, not just a two-service company
          in the future.

          Next slide, please. Let me try to go back to the video side, since we
          spent some time here on the communications side. These are 100%
          numbers. I just wanted to qualify for those who are keeping score. We
          don't own 100% of most of these assets, but the value creation from
          the video side of this business and the relatively low amount of risk
          capital. So I think we have a total of $200-250 million invested in
          QVC. We own 57%. We have several hundred million dollars in
          E-Entertainment. The Style Network is just a pure start up. Golf
          Channel, people thought nobody would ever want to watch a golf
          channel. Golf Channel is probably one of the best brands in
          television if you happen to like golf, and that's what matters with
          cable, just finding the passion of the consumer. Comcast Sports Net
          and our strategy in sports I think has paid off. So this new company,
          we did that with 4 million customers, we got to 8 million in the last
          couple of years, you just have to step back, take a deep breath and
          think, what might you do with this new footprint.

          Next slide, please. Let me just conclude about what drives me, what
          drives my father, what drives Julian Brodsky, who from the moment the
          two of them and Dan Aaron launched Comcast and dreamed up Comcast at
          its very founding. And Mike, you're very gracious in remembering that
          it's communications and broadcast and it really has been a very
          focused company for one overarching goal - shareholder return. It's
          an overused phrase, but we are into long-term shareholder returns.
          Since the inception of the company, of the IPO now close to 30 years
          ago, we've had a 24% compounded return on the stock. My father said
          to me last night as we were heading back after a long day, "There's
          no better opportunity that we've seen in all those years than putting
          these two companies together." So we look forward to continuing this
          dialogue and building this great company. Thank you very much.

          Let me now turn it over to Bill Schleyer.

          Bill Schleyer - AT&T

          I don't think I've ever told Brian this story, but when I first tried
          to get into the industry, back in the late 70s, I think it was 1979,
          I actually interviewed with Comcast and was in


          the process of being offered a job in, where else, but Trenton, New
          Jersey. So I was pretty excited about getting into the industry and
          just before I was getting ready to accept the offer, I got a call
          that said, "Well, the owners son is graduating from college this year
          and that's the job he would like." So, that's a true story. I
          obviously went on to other things.

          I first met Brian in the mid-80s and that was back when the active
          leaders in the industry were guys like Amos Hostetter, Ted Turner, of
          course Ralph, John Malone, Chuck Dolan. I remember meeting Brian and
          saying, "This guy has the potential to lead this industry some day."
          And I think today we're basically turning the torch over to you,
          Brian. So congratulations. We'll look forward to your leadership.
          It's going to be a fun ride here.

          Anyway, I'm here to talk about our platform. The AT&T/Comcast
          national network is an incredibly powerful platform. I know Brian and
          Mike talked about it, but we've got about 80% of our plant is
          state-of-the-art. It's 550 or greater. And we've got about 20% to
          work on and that is being worked on as we speak and will be
          state-of-the-art within the next couple of years.

          At the same time, our focus is on upgrading the 20%, but at the same
          time we're focused on building the Comcast, working with the
          AT&T/Comcast network to get it telephony ready. You can see that
          we've got 38 million homes that are digital video ready. That's over
          95% of our homes. At the end of 2002, we'll have over 30 million data
          ready homes and we're well positioned to grow that to 38 or so
          million in the next few years.

          Then on telephony, we currently have one million subscribers and
          that's over about 6.7 million telephony ready homes. By the end of
          2002, the joint company will have 11.2 million homes. We should be
          able to add after that about, we haven't finalized a number yet, but
          about 5-6 million telephony homes a year, and that really will be the
          growth engine of the company. By offering all three services -
          telephony, data and video - that will allow us to press our
          competitive advantage. So we're obviously really excited about this
          combination. It's a very powerful footprint.

          Let me talk about data for a second. As many of you know, we've
          built, as did Comcast, a contingency network in the event that @Home
          were to shut us off, which they wound up doing. Comcast did the same
          thing and ultimately we will integrate those two networks. But this
          is a very powerful network. In addition, the new network definitely
          gives us control of our customers. Never again will we be put in the
          position where someone can shut off our customers. It just won't
          happen. And the cost of the network, the operating costs will be
          lower with this new network than it was with @Home, so that's a real
          benefit. At the same time, our overall reliability of the network is
          superior with state-of-the-art technology we're using.

          It's designed to support multiple ISP's and the benefit of that to us
          is we can create a very robust marketplace for the wholesaler market
          for ISP's and that will be a spectacular development over the next
          few years, we believe.


          In addition, we can offer tiered packages and the benefit to us,
          again, is we can design packages for the light user, the average user
          and the heavy user as opposed to just charging one price and
          everybody gets everything for one price. This will help us drive
          penetration deeper in the market and at the same time generate more
          revenues from our heavy users, so the net result of that is a very
          good thing for us. At the same time, with our new network, we can
          generate some new features that I think the consumer's going to find
          pretty exciting, like remote e-mail.

          The long-term results are, we can provide better service to our
          subscribers with more options, and in the long-run we have a very
          exciting financial prospects with the integrated network.

          I'd like to talk a little bit about telephony. As you can see, this
          footprint, we finally now have a national scale facilities-based
          competitor to the ILEC. That is a very, very powerful position.
          Thirty-eight million passing, we only have one million subscribers.
          That number will be very, very different in three or four years, very
          different. You can see the AT&T/Comcast footprint relative to the
          four ILEC's. They have 100% penetration. We'll be taking a fair
          amount of share from them over the next few years.

          On average, we've got about 15% of our passings who take telephony
          right now. It's about 15% penetration and that is growing rapidly. We
          have 40 communities already that are well over 20% and a number of
          communities that are over 30% penetration. So we will ultimately have
          millions of customers because we will be providing a better value
          than the ILEC and at least as good of service.

          The economies, the economics of telephony are very powerful for us.
          We have in place the infrastructure to support telephony here at
          AT&T. The merger really leverages incredibly well what we've done
          already. We have a whole infrastructure, both provisioning
          capability, network operating center capability, customer care
          capability - all that is installed at AT&T and has a relatively fixed
          cost to it and that's a very stable fixed cost. So we can lever the
          Comcast footprint into the new company with very low incremental cost
          to it.

          We've got the roll out knowledge of process. We've spent a fair
          amount of time over the last few years and we've absorbed a lot of
          operating losses doing it, but we're right now, in the first quarter
          of 2002, breaking even on telephony. We believe the margins will
          explode from there.

          We have the AT&T infrastructure to help, and this is AT&T's core
          business that supports us, 80% of Comcast's subs are in markets where
          there are AT&T switches. So this makes for a very easy transition for

          The returns on telephony are pretty spectacular in our view. Just to
          give you a sense by the incremental economics, we'll generate in 2003
          roughly $300 per incremental subscriber. That's with an average
          revenue per subscriber that's growing because of new feature sets and
          the introduction of long distance. At the same time, our fixed costs
          are stable and our variable costs, our unit costs, are declining as
          we scale the business. This business scales incredibly well. That 300
          number could move towards the high 3's


          by the end of 2005. At the same time, our incremental capital cost is
          about $700 and declining. Even without voiceover IP, we think that
          number heads towards a number that begins with a five sometime by
          2005. Surely with a six into the 2003-2004 timeframe. With voiceover
          IP, depending on the mix of voiceover IP and switch, that number
          clearly is in the five's. So, think of an incremental capital cost of
          something in the 500+ range versus an incremental EBITDA of something
          towards the high 300 range, and that's a pretty attractive set of
          economics when you've got your network costs all absorbed.

          Again, we expect to break-even on telephony in AT&T in the first
          quarter of 2002. We can leverage what we've done quite easily over
          the Comcast footprint and we think that will help make the growth
          engine pretty spectacular for the joint company over the next three
          or four years.

          So with that, I'll turn it over to Steve.

          Steve Burke - Comcast

          Thank you, Bill. We've talked a lot already about the platform and
          really what these two companies look like in terms of the footprint
          and the clusters and the existing asset base and what I'd like to do
          is talk about how we're going to try to create value and increase the
          value creation by putting these two companies together.

          What I'd like to do is start with a slide that really talks about the
          first type of synergies. There's really three major types of value
          creation or synergy effects by putting these two companies together
          and the first are just the run of the mill synergies that you get by
          being larger, by putting two companies together and hopefully getting

          The first area here is programming cost savings. Both of our
          companies, the single largest expenditure in our business is
          programming costs. Our programming costs are going up in a double
          digit fashion out over the next five years and we believe not only
          can we take the Comcast programming prices to the AT&T rates, which
          are better than ours because AT&T has larger scale, but as a combined
          entity we can get further enhancements. And when you look at the
          range here of $250-450 million, if you go out a few years, the
          combined company's annual programming costs will be about $5 billion
          and the annual increase in programming costs will be about $750
          million. So this kind of programming savings is less than the annual
          increase in just one year and we think it's a very achievable range.

          If you then move on to operating efficiencies, the kind of
          efficiencies you get when you put two organizations together, we feel
          that there should be, within a one to three year time period,
          $200-300 million of synergies. That would be elimination of corporate
          overhead costs related to Basking Ridge, that would be elimination of
          duplication, best practices and systems that we could leverage
          between the two companies, etc.

          National advertising, Brian mentioned that we'll be in eight of the
          top ten DMA's. We will be the major cable provider in 14 of the top
          20. Our footprint will actually be bigger than the own station
          footprints of the major networks. In effect, we'll be able to


          go to an advertiser and speak for roughly a third of the United
          States. And as the targeting and the technology and the growing
          market share that the cable business has been getting and will
          continue to get, we feel that this is in many ways underestimated
          upside to the cable business in general and we intend to pursue it
          very, very aggressively.

          In terms of new products, one of the advantages of the kind of scale
          we're going to have is we can take a real leadership position in
          terms of developing new products. I think both of our companies have
          one thing in common - we are very much new product development, new
          product focused companies. We've been more focused on video and data,
          AT&T has been more focused on phone than we have, but key to our
          strategies is taking the infrastructure that Mike talked about and
          layering in new products. And when you have the kind of position in
          the industry that we're going to have, you can really push your
          vision of interactive television, your vision of video on demand,
          your vision of new high speed data applications, and our feeling is
          having that scale and that leadership position is going to lead to
          real synergies.

          Then finally, telephony was always part of our future and part of our
          vision, but has never been part of our five-year plan. We spent a lot
          of time with our colleagues now at AT&T and believe that if we
          overlay their expertise, their investment financially but also people
          and systems and their learning on our existing footprint, and roll
          out telephony to our footprint, it could represent a very significant
          opportunity over the next five years. So we've included that in the
          synergy calculations as well.

          If you take the midpoint of that range of 1.25 to 1.95 billion, then
          do a net present value, you come up with $13.5 billion worth of
          synergy. If you then divide that by the roughly 13.5 million AT&T
          subscribers, you come up with approximately $1,000 per subscriber of
          synergy, if you attribute it all to the AT&T subscriber base. So when
          you're thinking through how this transaction works and how the two
          companies come together and how we create value, we think there's a
          significant amount from the classic way of looking at synergies. But
          that's not the end of the story.

          In addition to creating synergies by putting the two companies
          together the way I just described, during the due diligence process
          and getting to know the AT&T Broadband group better, we became
          increasingly convinced that this business is going to achieve
          industry standard margins; that with Bill Schleyer, Ron Cooper, Mike
          Huseby, Greg Braden and the group, they were well on their way to do
          that and that this was a very, very large opportunity that was going
          to be fully realized, frankly, whether we showed up or not. We'd like
          to think that together we'll have more management depth, we'd like to
          think that together it might happen more quickly, but we became
          convinced during the due diligence process that this business was
          going to get to industry standard margins.

          When you do the math, if you take our margin of 42%, the AT&T
          Broadband margin most recently of 25%, and then the differential of
          17%, then you apply that differential to '01 revenue of close to $10
          billion, you get an opportunity in the year we're in of $1.6 billion
          if you can bring that margin all the way up to our level. What's
          particularly exciting about that is that opportunity is going to grow
          very dramatically because the


          AT&T revenue side of the equation is going to grow in the 12-15%
          range. When you start to compound that, that $1.6 billion worth of
          opportunity compounds very dramatically.

          First area, the $13.5 billion worth of net present value; second
          area, taking the AT&T Broadband levels up to the levels that are
          currently enjoyed by Comcast. This slide shows our experience in
          terms of integrating new systems. We, as a company, have brought
          about 3.6 million new customers into our company, and you can see in
          the blue lines shows our EBITDA and then the graph across shows our
          margin. Our feeling as a company, and I know Bill shares this, we've
          talked about this in some detail, is that you can do multiple things
          at the same time. We have launched close to a million high-speed data
          customers, over 2 million digital customers and integrated 3.6
          million new customers and done it all at the same time. And so our
          focus as a combined company will be to continue the financial
          performance while continuing to roll out the new products, while
          continuing to integrate with the kind of discipline that we've always
          shown before.

          Then the third bucket, the third segment of synergies is really in
          some ways the hardest to quantify, but in some ways the most
          exciting, and that is "what can you do in terms of bringing new
          products and services to customers when you have the kind of
          footprint that we're going to have?" Brian spoke to this, but one
          point I'd like to make is with 22 million customers, with 38 million
          homes passed, we have not only the ability to create new cable
          channels, our history and the history of others in the cable industry
          on that score is clear, but we also have the ability to create new
          data applications, we have the ability to do new things in terms of
          video on demand, really create entirely new businesses as a result of
          this scale. I think it's very difficult to quantify this third
          segment of synergies, but if you look out at this company five or ten
          years from now and you look back today and say, "Well what upside did
          we underestimate?" I think it's very likely it would be on this

          I think one of the exciting things about this deal is when you run
          the numbers, if you look at these three buckets of synergies, the
          synergy value of each of these three buckets can be enormous, but the
          economics of the deal don't depend on realizing the synergies from
          each of the three buckets. In fact, if you get any one of the three
          buckets, you can pretty well justify the economics of this deal and
          we're going to try our best, of course, to try to get as much of all
          three as we possibly can.

          So we couldn't be more excited, we couldn't be more happy to be
          sitting with the gentlemen up here and putting these two companies
          together and trying to go and make something better than we could
          have done, either of us, alone.

          With that, I'd like to turn it over to Chuck Noski who did one of the
          most amazing jobs with this process of anybody imaginable. Chuck?

          Chuck Noski - AT&T

          Thanks, Steve, and good morning. Probably nobody is as happy to be
          here as me.


          It occurs to me as well, Brian, that this will be the first time that
          Mike and I will be able to leave a public building at the same time
          that you and Ralph do. So we're pleased to be here.

          Let me start my remarks by emphasizing that today's announcement
          creates an entity with a strong credit profile and an ability to
          improve on its financial position in the future. The combined AT&T
          Broadband and Comcast have generated an estimated $4.6 billion in
          EBITDA over the last 12 months, and given the strategic and
          operational initiatives that Bill and Steve outlined for you earlier,
          we believe AT&T/Comcast will have accelerating free cash flow in the
          future as a result of merger synergies, ongoing scaling of margins in
          the telephony and data businesses, and reduced upgrade and
          infrastructure expenses going forward. From a deleveraging
          perspective, it's also important to point out that we believe that
          AT&T/Comcast will have multiple sources for further deleveraging such
          as our 25.5% investment in Time Warner Entertainment, which will
          continue to enhance the credit profile of AT&T/Comcast. Between the
          benefits of the improving cash flows and monetizations, we anticipate
          that AT&T/Comcast will attain investment grade ratings.

          This slide presents an approximate view of the pro forma AT&T/Comcast
          Corporation's 2001 results. With this view, the combined entity would
          have approximately $18 billion in revenues and 25.6% EBITDA margin.
          This should emphasize to you the substantial scale this business will
          have in the marketplace. With a pro forma net debt balance of
          approximately $27 billion, we feel comfortable targeting a solid
          investment grade rating.

          Let me talk for a moment about AT&T Communication Services, the
          remainder of the AT&T company following the restructuring actions
          that we've been undertaking over the last year or so and giving
          effect to the AT&T/Comcast combination. From an AT&T Comm. Services
          perspective, today's announcement reinforces the deleveraging
          commitment that the AT&T management team has made to the investment
          community all year. As a result of the many actions we've described
          to you, throughout 2001, AT&T has eliminated over $20 billion of debt
          since the beginning of the year. In addition, the recent completion
          of our $10 billion global bond offering refinanced essentially all of
          our short-term obligations and significantly increased our financial

          With this announcement, AT&T/Comcast agrees to incorporate $17.3
          billion of short- and long-term debt as well as an additional $2.6
          billion of AT&T Broadband related liabilities. In addition, Microsoft
          has agreed to convert its $5 billion investment in AT&T quarterly
          income preferred securities, what we call QUIPS, into 115 million
          newly created shares of AT&T/Comcast stock.

          In the aggregate, the net reduction of AT&T's debt and obligations as
          a result of the creation of AT&T/Comcast will be approximately $25
          billion. This will insure AT&T Communication Services remains in a
          strong financial position as a result of this announcement.

          With the trailing 12 month revenue profile of over $44 billion and
          nearly $15 billion of EBITDA, AT&T Communication Services remains a
          clear industry leader. Mike


          mentioned earlier, AT&T Business Services holds the leading position
          in the enterprise customer space, leveraging our unrivaled sales and
          distribution channels and our comprehensive platform of products and
          services to further expand our relationships within the global

          Our AT&T Consumer Services segment continues to be the leader in the
          consumer telecommunications industry with approximately 60 million
          customers and an industry-leading margin. We're currently in the
          preliminary launch phase of our new product combining local and long
          distance voice services, vertical features and high speed data
          services, and we're looking forward to this product reaching
          meaningful scale and scope over the next several years.

          Now in terms of where we are in our restructuring and where are we
          going. To begin with, we plan to continue our deleveraging commitment
          and that will be part of the ongoing process at AT&T throughout 2001
          and throughout 2002. In addition, we currently expect to file a proxy
          in the first quarter of 2002 and following an expected shareholder
          meeting in mid-summer, and at approval of our proposals we expect to
          fully distribute the AT&T Consumer tracking stock in the second half
          of 2002. We currently expect that the AT&T/Comcast transaction can
          close within a year from today.

          With this timeline, we should complete our restructuring initiatives
          by the end of 2002, which I'd like to remind everyone is consistent
          with the announcement we made in October 2000 regarding the
          restructuring of the AT&T Corporation.

          In conclusion, and it's tough after all of these guys have gotten up
          here and told you everything about this company, to say much else,
          but we believe that today's announcement creates one of the leading
          communications, media and entertainment companies. With 38 million
          homes passed and 22 million subscribers, this business is starting
          out with significant scale and reach. Given the experience of our
          combined management teams, we believe AT&T/Comcast can successfully
          scale new and innovative products and services to our customers while
          growing overall profitability. We believe this transaction creates
          the best value proposition to consumers and to AT&T shareholders, and
          represents a realization of the AT&T Broadband vision.

          With that, I'd like to turn the meeting back over to Connie Weaver
          who will go over the process for the Q&A. Thanks.

          Connie Weaver - AT&T

          Thanks, Chuck. We're going to go to Q&A and I'd like to remind
          everybody that since we have people listening vis-B-vis the phone and
          by Webcast, please wait for the microphone so the folks listening in
          can hear your questions. We're going to take questions both from the
          floor and we're going to take questions also from the phone. I'm also
          going to ask you to limit your questions to one per person, so we can
          try to accommodate as many of you as possible.

          With that, let's start on the floor. Rick?


          Rick (Inaudible)

          Could you talk about the relationship between the two companies post
          deal? Brian, you said you don't want to be tied to another carrier
          when you were referring to @Home. Would cable telephony be tied to
          AT&T for providing the backbone service for your cable telephony
          product? Or, are there other relationships between the two companies
          we should know about?

          Brian Roberts - Comcast

          Great question. We openly discussed how to find a perfect balance,
          and I hope we have tried to accomplish that, which is it would be
          ridiculous not to start out right using AT&T Communication Services
          to keep these opportunities going at the rate they're going and at
          the same time not to have a future windfall or loss to either of the
          two companies that are providing it for below market or providing it
          for above market. I think Mike and I discussed that, we worked out
          agreements that allow for a smooth transition and then flexibility
          that we're both happy with.

          Mike Armstrong - AT&T

          Rick, we have an intercompany agreement for the backbone services. It
          is at-market. It has terms and conditions to continue to be
          competitive in at-market, so there was no transfer of any
          subsidization, if that's what you kind of mean, and it's an at-market

          Rick (Inaudible)

          No exclusivity?

          Mike Armstrong - AT&T

          There's a period of time I think in the intercompany agreement in
          which we do have a commercial arrangement with each other, but we
          have to be competitive within that timeframe and the ability of
          AT&T/Comcast to negotiate as well as to outsource to other providers
          is there.

          Connie Weaver - AT&T

          Let's take one from the phone.


          We have a question from Jessica Reif-Cohen with Merrill Lynch.

          Connie Weaver - AT&T

          Good morning, Jessica. Congratulations on the arrival of your new
          son. You're back quickly here.


          Jessica Reif Cohen - Merrill Lynch

          Thank you. Maybe just an add-on to that question, on the telephony
          side. Brian, is the Comcast cap ex any different from AT&T in terms
          of upgrading for telephony? And separately, could you discuss the tax
          liability issue that the Wall Street Journal addressed a few days

          Brian Roberts - Comcast

          Let me begin by dealing with the cap ex question on our model. As you
          know, Comcast is going to be 95% complete with our rebuild by the end
          of this year, so we have always been looking for ways to invest in
          the business and get better than 4% return on cash that you get by
          putting it in the bank. Hopefully, the opportunity that lays before
          us is to find ways to, I think that's what made the fit so compelling
          for us, because as AT&T accelerates its rebuild or completes its
          rebuild, which is job one, and that Bill talked about, we're able
          with the combined balance sheet to help make that happen.

          As to any liabilities, let me turn it over to Larry, but I think we
          have our arms around it all, Jessica, and have incorporated it into
          our comfort zone. I will just say that Microsoft converting the $5
          billion of QUIPS was a huge financial benefit that enabled our
          balance sheet to have the heft, the combined balance sheet, to
          achieve what Chuck and Mike talked about for AT&T deleveraging,
          creating AT&T/Comcast without any burden. Because obviously, this new
          company has the ability to talk about TWE and monetizing that and at
          some point has the ability to other kinds of financial deleveraging
          transactions as the cash flow does ramp up. But, there was no single
          opportunity as quick and as dramatic as converting a preexisting, no
          new money from Microsoft so it's a total win/win; to take a
          preexisting $5 billion liability and turn it into equity from the
          get-go. So we're very appreciative of that.

          Larry, any other points on the....

          Larry Smith - Comcast

          Well, we studied the tax situation very closely and I think it's
          inappropriate to get into any real details here. I think we're all
          very comfortable we've dealt with them in the agreements and we're
          comfortable that the magnitude of them is not particularly great.

          Niraj Gupta - Salomon Smith Barney

          Brian, you just spoke to TWE. Have you guys been in active
          discussions, I know it's a little bit early, with AOL with respect to
          some sort of resolution there, because it is a passive asset. And
          secondly, a lot of talk on telephony today and also ongoing
          relationships going forward. What's the status in terms of using the
          AT&T brand as it relates specifically to local telephony? What's the
          arrangement in terms of paying the parent company?


          Mike Armstrong - AT&T

          On the AT&T brand question, obviously this is AT&T/Comcast. Services
          that we offer, whether in telephony, if we wish to use a platform of
          AT&T to offer telephony, then we'll have some negotiating with AT&T
          for the use of that brand and give a license and a commercial
          arrangement. Or, we may choose to use another platform to take that
          service to the marketplace, and so that's yet before us.

          Brian Roberts - Comcast

          I would also take it back to you, Mike or Chuck, on TWE because
          having signed a confidentiality agreement, we could not talk to Time
          Warner. So the answer is, we have no discussions that have occurred,
          but I've read a lot of newspapers and I think you had some
          conversations with them.

          Chuck Noski - AT&T

          On occasion. Well as many of you know, we initiated earlier this year
          a registration rights process that's provided for under the TWE
          Partnership Agreement. For reasons that are probably obvious to this
          group, that process was delayed. And now, with the completion of this
          transaction, we will reinitiate the activity that in our expectation
          will result in the complete monetization of the AT&T/Comcast
          investment in TWE.

          Brian Roberts - Comcast

          Let me just add that we've always had a wonderful relationship with
          Jerry, Dick, all the Time Warner folks. We said from the beginning
          that that was not one of the assets that we would have focused on
          retaining. With that said, I have not had the opportunity to have a
          conversation other than to congratulate Dick on his appointment.

          Connie Weaver - AT&T


          Jeff (Inaudible)

          Thank you. Nobody likes to think about divorce on the way to the
          altar, but can you elaborate a little bit on what the breakup
          provisions may be of the agreement, where the regulatory risk resides
          and if there are any potential adjustments if there's any material
          change in one or the other party's income statement on the way to
          closure of the deal?

          Chuck Noski - AT&T

          There are reciprocal breakup fee arrangements of about a billion and
          a half; a very typical, traditional arrangement. We have the, again,
          traditional and typical MAC provisions and beyond that give us a
          chance, we've just finished dating. Let's get into bed together.


          Mike Armstrong - AT&T

          On the regulatory thing, last night Brian and I called Chairman
          Powell to let him know about both the transaction as well as our
          commitment to a facilities-based competitive choice for consumers and
          that we look forward to working with him. We really do think this is
          good for competition, it's good for consumers. It is our judgment
          that this will proceed with regulatory approval. We're committed. I
          know some of you are familiar with the old attribution rules, and as
          ingenuous as those were, as they were invented during our Media One
          process, and that they no longer apply. On the other hand, we are
          committed to monetize TWE, so we do think that the regulatory
          process, we will be able to get through.

          Connie Weaver - AT&T

          Another question from the phones.


          We have a question from Jack Grubman's line with Salomon Smith

          Jack Grubman - Salomon Smith Barney

          Good morning. Congratulations to everyone for a great deal all
          around. Now Brian, you just have to get our hometown basketball team
          back on track.

          Question for Chuck. In one fell swoop you have not only fixed the
          AT&T balance sheet, but you could almost be accused of being even
          under levered in the AT&T Communications business. That's been a
          while. Given that Dave obviously faces this is the challenge of
          growing the business, is it fair to guess that this new financial
          flexibility could result in actions that could be taken to maybe grow
          the trajectory of the business? Maybe you could talk about some of
          the stuff that could be done outside of just the tracker.

          Given that you guys have been busy, you might not have noticed that
          Bell South pulled their Georgia/Louisiana 271 applications. If we are
          going to have a sixth straight year of yet again Bell long distance
          approvals being far less than people think, it would seem to me that
          on the consumer side for Betsy's business, maybe some of the doom and
          gloom projections may not happen. And for Brian and Mike on the
          broadband side, is it a safe assumption to say that you guys will go
          for the kill in telephony when you actually have a better voice
          bundle than most of the RBOC's who can't do long distance, not to
          mention video and obviously data? Thanks.

          Chuck Noski - AT&T

          Let me take the first part of your question. I'm not sure I'm
          familiar with the term "under levered" at AT&T, but I think we are in
          a much stronger position with the core telecommunication services
          businesses. You should not expect AT&T to become a free spender
          following the close of this transaction. We will still respond to the


          Obviously with the conclusion of our Concert relationship, we have
          some investments to make globally as we build out. But again, we
          don't expect those to be significant, Jack. We are going to simply
          get through what is a difficult period in telecommunications, rebuild
          the balance sheet, maintain our leadership in each of our businesses
          and, of course, anything that would delay the entry of the RBOC's
          into long distance is, we think, fundamentally a good thing.

          Mike Armstrong - AT&T

          Jack, in terms of the telephony opportunity at the end of your
          question, I think you'll find that we will present a good balance
          between go for it and being financially responsible as we scale. But
          there is no question, in at least my mind, that this bundle and this
          convergence works at the market and works at the bottom line.

          Connie Weaver - AT&T

          Let's go here.


 I commend the deal and I wanted to start by saying that,
          but I'm hearing no conversation this morning about the thing that I
          consider to be a very serious flaw. Over the last two years, boards
          controlled by AT&T have cost shareholders dearly at both AT&T and
          Excite@Home. Now we have a board structure that is 2/3 AT&T and 1/3,
          according to the numbers you presented, Comcast. It said 66% voting
          control AT&T on your slides. So I would like to know, number one, why
          there was no consideration, or maybe there was, to an independent
          board where 10 members were from outside and two were from within,
          and why you have an even number, 5 and 5, who's going to pick those
          independent members and how are you going to keep this board from
          evolving into the dysfunctional mess that has occurred at those other
          two companies?

          Mike Armstrong - AT&T

          What a nice question. The board is made up of five Comcast directors,
          which we've already agreed to. It will be made up of five AT&T
          directors that Brian and I will agree to. And we're going to pick,
          between us, two new directors who will be independent of both
          companies. And so I don't believe that that represents, what you saw
          in the chart was 56% of the equity interest of the value interest was
          to AT&T shareholders and that represented it. So, we work very hard
          to have a balanced board and an independent board.

          Now, on the same token, there will be a high vote stock, which will
          have a 33% combo of Roberts family voting interest. So it will have a
          vote that is disproportionate to its economic interest, but that was
          part of the transaction. I think we present a company that is very
          balanced in its board representation.

          Brian, would you want to comment?


          Brian Roberts - Comcast

          I think we each look at this from different perspectives, so from the
          Comcast perspective, we wanted to maintain as much of where we've
          come from and maintain the culture and the family presence that the
          business has enjoyed that's resulted in the shareholder return. But
          when we got into a dialogue with AT&T, we agreed that it was
          appropriate for a company of this size and scope to have outside help
          from it through independent directors. So the majority of the board
          will be independent. We are comfortable that with 33.3% of the vote
          that we'll have a good voice. In the documents that will come out to
          all the shareholders, it will lay out all the details of other
          special provisions under this circumstance, what happens and things
          of that nature. We feel very comfortable with the kind of board that
          we'll have and ultimately the division of labor is very clear, and I
          think this is meant to hit the ground running. That's what I think
          took a lot of time here. This was not something quickly pieced
          together. This has been pretty much in the works since late summer
          when we began talking again. We really had ironed out a lot of this
          part of the process before we even signed the confidentiality
          agreement. We're invited to come back in and really take a look to
          see if we could improve our economic perspective and to get to the
          real fine print of the detail.

          I think from our side, we're quite comfortable and very excited that
          this is going to be a very healthy balance and it's going to work.

          Connie Weaver - AT&T

          Let's go to Laura and then Tom.

          Laura Warner - Lehman Brothers

          Thanks. I wondered if potentially, Mike and Brian, you could talk a
          little bit about some of the contracts that AT&T had previously, and
          specifically, maybe Starz and CSG. I know Bill Schleyer has been out
          talking about his views of those contracts. I'm curious as to whether
          you believe we could potentially see those contracts resolved prior
          to closing or, Brian, is that something you're anticipating to move
          across the combined company going forward? And how does that relate
          to the synergies and margins we see going forward?

          Brian Roberts - Comcast

          I don't think it's really comfortable or appropriate to do that. I'm
          sorry. I think that at the 50,000 foot level we don't see any reason,
          as Steve said, that in the fullness of time both businesses can't
          function the same.

          Connie Weaver - AT&T

          Let's come down here to Tom.


          Tom Wolzien - Bernstein Research Call

          For Steve, last summer you pointed out that one of the reasons that
          Comcast had been so successful at assimilating other systems and
          bringing up the margins was really the single element at a time of
          addition of new products that allowed a disparate workforce to be
          able to focus on one thing as opposed to others that had blasted
          everything out at once. Today you're talking about multiple things at
          once. Why the change?

          Steve Burke - Comcast

          I think that's a good question, Tom. What Tom's referring to is we
          have a stated goal of launching a new product every 12 to 18 months,
          and we do that for a few reasons. From a consumer point of view, I
          think it's important that the cable industry take the initiative.
          Satellite's a real competitive and if you ask people right now who
          has the technological high ground, most consumers will say that
          satellite is more technologically advanced than cable. So I think
          over time, as we launch things like high speed data and video on
          demand and phone, we can change that.

          But another reason why we focus on one new product every 12 to 18
          months is because our organization, any cable company, consists of
          lots of people doing lots of jobs at different levels in the
          organization and it is very hard to get those big groups of people
          doing multiple things well at the same time. Our product plan, we
          concentrated first on digital, because we thought it was important to
          protect our base analog business; we concentrated second on high
          speed data, which right now is the engine that is powering our growth
          rate and increasing our growth rate; we're very optimistic about
          that. We are now moving into a phase where video on demand is going
          to be very important to us for the next 12 to 18 months. And as we
          talked through this transaction and looked at all the experience that
          AT&T had with telephony, we came to the conclusion that the next big
          product after video on demand should be telephony. And that by
          serendipity the way the deal works, this deal is going to take
          probably around a year to close, so the timing would be perfect. So
          at the time that our video on demand, which is currently in about 3
          million of our homes, next year we'll at least double that, by the
          end of next year we'll be in a position to turn our sites to the next
          big new product for us, which will be telephony.

          Connie Weaver - AT&T

          Okay, right here.


          Mike, you've done an incredible job in creating this platform, which
          is very valuable. Local connectivity is turning out to be one of the
          probably most valuable assets in this whole process. How are you
          thinking about the combination with the long distance unit, the
          consumers side, more from a retail customer perspective as you bundle
          or partner going forward? And equally important, on AOL, sort of on
          the data side, is there any carriage agreements with AOL for this
          process at this point for them to resell your


          network? How were you thinking about working with the consumer long
          distance business going forward?

          Mike Armstrong - AT&T

          The consumer long distance strategy, which I just briefly touched on
          in the summary, is to enter in the any distance business, in every
          state that enables an economically viable entry. Right now for next
          year, 2002, on a UNI P platform, which would give us the local LD
          combination as well as with data, and that would be a worldnet
          platform, that's how we'll brand that, we will be in five states. I
          wish I could say we would be in 45 states, but as you know, we're
          getting an average of about a 10% discount off list on the UNI P
          platform and you just can't make money. You lose a lot of money if
          that's all you get, versus a Michigan, which has a 40+% discount
          where you could see the margins and the returns.

          So we will go, in the consumer long distance business, we will go as
          fast as we can to compete. And we've already proven in New York that
          we can gain share, grow the business and we'll be profitable this
          year, and we hope to get the law judge changed that you know is in
          process that the PUC is considering.

          Second, we will and we are rolling out behind the North Point
          acquisition of assets that we did, which put us in about 1,400-1,500
          local service office so that we can terminate on a facilities based
          loop a DSL offering, and we will have a high speed local long
          distance data offering that we will package and we will target market
          that. And we intend, as long as the loop's available, and something
          as silly as a (inaudible) bill doesn't get approved and that loop's
          available, we will facilities-based use that loop for a multiple
          systems platform offering. And sure enough, as long distance is
          either overcome in the consumer world due to technology or
          substitution or competition, we will be targeting to our high value
          customers, who we know who they are, we have 60 million of them, and
          turn that curve around and begin to grow off of both that UNI P as
          well as that DSL offering.

          Now, that's going to be something we have to prove to the market that
          we can do, because everybody that's tried that space, at least in a
          wholesale equation with DSL, has not been exactly a roaring success
          in the marketplace. But we have a different equation. We're on a
          retail equation, we have the customers today, we know who they are,
          we know where they are and we can target our marketing with that
          brand. And so I do believe that the consumer long distance business,
          as it transforms itself from the long distance to any distance, will
          have millions of customers and turn a declining revenue business into
          a growing revenue business going forward.

          Will there be a couple of overlaps where consumers might look and
          say, "Gosh, I can get that from AT&T/Comcast and I can get that from
          AT&T Consumer"? There will be, but let's not take our eye off the
          ball. Ninety-eight percent of that market is really owned by the
          RBOC's and for us to have a little, I think the consumer will figure
          it out. I can get some AT&T phone service over the telephone line or
          I can get it over the cable line and we'd like them to pick between
          those two.


          Connie Weaver - AT&T

          We're going to take two more questions. Let's go to the phone.


          We have a question from Frank Governelli with Goldman Sachs.

          Frank Governelli - Goldman Sachs

          This is a regulatory question, somewhat related to what Mike just
          addressed. The Bell Companies have been getting increasingly vocal
          lately about what they perceive as the imbalanced regulation that
          applies to cable versus telco's. And today, not too surprisingly, SBC
          has taken your deal announcement as an opportunity again to complain
          that your broadband networks are not open to all competitors as the
          phone companies must be for DSL, despite the fact you control about
          70% of the market. Can you articulate your reaction to that and
          whatever regulatory or legislative actions you need to take in order
          to prevent regulation of the cable or complete deregulation of the

          Mike Armstrong - AT&T

          First, I haven't seen the statement of my good friends at SBC, so
          I'll have to read what they said, but let me just react to the
          openness of this network. AT&T has had, and I believe Comcast has
          had, a statement of policy that we will be open for multiple ISP
          carriages. You saw during the presentation of Bill Schleyer, when we
          had to implement the backup network, we were able to implement a
          network that could accommodate from the get-go a multiple ISP
          environment. In fact, Bill mentioned that this is a very good
          business for us in terms of its return as well as a ramping of
          subscribers. So offering consumers choice of multiple ISP's is in our
          economic self-interest and it is a policy statement that we're making
          at this time, and we hope to proceed with the engagement and
          negotiations of carrying multiple providers on our network.

          Connie Weaver - AT&T

          Last question, Doug.

          Doug (Inaudible)

          Brian, you mentioned hitting the ground running. I was just wondering
          if you could talk about what the transition team can do and what it
          can't do to make sure that the integration goes as smoothly as
          possible and hits the ground running once the deal closes.

          Brian Roberts - Comcast

          Well, first, they get a good, long rest. But I think we'll, within
          the appropriateness of making all the regulatory filings and of
          course you can't get ahead of yourself, these


          deals do take a while, but I do think there's such a common view you
          can see there's very little difference in how we're putting emphasis
          on where the future is, what job has to get done. The working
          relationship between Steve and Bill and myself and Chuck and Mike,
          everybody, Larry, that's why we wanted to establish the people who
          really had put this together, spent the hours making this happen, in
          the room right off the bat. So I think better than most this is not
          something that hasn't been thought about in a long time and I really
          believe we're in good shape.

          I'd like to maybe kick that over to Ralph and your overall assessment
          of our prospects.

          Ralph Roberts - Comcast

          Most frequently asked question I usually get, I'm surprised it didn't
          come up here, is "did you believe when you were in Tupelo,
          Mississippi that one day the company would be renamed AT&T/Comcast?"
          And of course my answer is, "Of course I did."

          I think you have to really be optimistic about the future. The way
          we've been operating our company, I don't think we really ever sold
          anything, and that is because I believe that the industry was such
          that it's a long-range opportunity and that if you're willing to
          stick with it through thick and thin, and we've had some ups and
          downs, too, that you've got a remarkable business. And this
          particular merger is really quite unbelievable when you could think,
          as you've heard, all the synergies and everything that's going to
          come from putting these two large operations together. There's no
          question about it. Size is a bonus. And if you have the size and you
          use it intelligently and properly, you're going to end up with
          something far better than you ever dreamed. I'd like to see our stock
          keep going up. If you bought 1,000 shares in 1972 when we went public
          for $7,000, it would be worth $3 million today. So we have always
          been conscious of our folks who've invested in the company and we'll
          continue to believe that, and there's the opportunity for everybody
          and we're thrilled to be part of this thing.

          Connie Weaver - AT&T

          Thank you and what a great note to close on. On behalf of everybody
          at Comcast and at AT&T, thank you for taking your time to join us.
          For those of you on the phone, our Web site, where you can find all
          the information, again, is and Have a great
          holiday and thank you.


   Note: The following notice is included to meet certain legal requirements:

                           FORWARD-LOOKING STATEMENTS

     The enclosed information contains forward-looking statements within the
meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Investors are cautioned that such
forward-looking statements with respect to revenues, earnings, performance,
strategies, prospects and other aspects of the businesses of AT&T Corp.
("AT&T") and Comcast Corporation ("Comcast") are based on current expectations
that are subject to risks and uncertainties. A number of factors could cause
actual results or outcomes to differ materially from those indicated by such
forward-looking statements. These factors include, but are not limited to,
risks and uncertainties set forth in AT&T's and Comcast's filings with the
Securities and Exchange Commission ("SEC"), including risks and uncertainties
relating to: failure to obtain and retain expected synergies from the proposed
merger, delays in obtaining, or adverse conditions contained in, any required
regulatory approvals, changes in laws or regulations, availability and cost of
capital and other similar factors. Readers are referred to AT&T's and Comcast's
most recent reports filed with the SEC. AT&T and Comcast are under no
obligation to (and expressly disclaim any such obligation to) update or alter
their forward-looking statements whether as a result of new information, future
events or otherwise.

                             ADDITIONAL INFORMATION

     In connection with the proposed transactions, AT&T and Comcast will file a
joint proxy statement/prospectus with the SEC. INVESTORS AND SECURITY HOLDERS
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 at Free copies of AT&T's filings may be
obtained by directing a request to AT&T Corp., 295 North Maple Avenue, Basking
Ridge, N.J. 07920, Attention: Investor Relations. Free copies of Comcast's
filings may be obtained by directing a request to Comcast Corporation, 1500
Market Street, Philadelphia, Pennsylvania 19102-2148, Attention: General

     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 Comcast's participants in the solicitation is contained in a filing
made by Comcast with the Commission pursuant to Rule 14a-12 on July 9, 2001.