Filed by Comcast Corporation Pursuant to
                                        Rule 425 under the Securities Act of
                                        1933 and deemed filed pursuant to Rule
                                        14a-12 under the Securities Exchange Act
                                        of 1934

                                        Subject Company: AT&T Corp.
                                        Commission File No. 1-1105

                                        Date: February 7, 2002

     The following conference call was held by Comcast with its investors on
February 6, 2002:

Operator:             Good day and welcome everyone to the Fourth Quarter and
                      Year-End Investor Conference Call for Comcast
                      Corporation. Today's call is being recorded. At this time
                      for opening remarks and introductions, I would like to
                      turn the call over to the Executive Vice-President and
                      Treasurer of Comcast, Mr. John Alchin, please go ahead

John Alchin:          Thank you very much. Welcome to the Fourth Quarter and
                      Year-End 2001 Earnings Call. I have the whole team here
                      with me - Ralph, Brian, Steve, Larry Smith and the rest
                      of the gang. But just before we proceed, let me remind
                      everybody to read the safe harbor disclaimer and that
                      this conference call may contain forward-looking
                      statements that are subject to risks and uncertainties.
                      And would ask you all to refer to our 10-K for a list of
                      those risks and uncertainties.

                      Now, let us get into the results. On a consolidated
                      basis, we are pleased to be reporting for the full year
                      17.7% revenue growth to $9.7 billion and for the quarter,
                      17.3% revenue growth to $2.8 billion. Excluding the $140
                      million of excess costs incurred with the Excite@Home
                      transition, over what we historically incurred for
                      comparable service from Excite@Home in prior periods,
                      cash flow for the quarter is up 13% at $796 million and
                      for the full year 12% to $2.9 billion. We are delighted
                      with the results in all 3-core business segments - Cable,
                      Content and QVC. In fact, for the full year, Cable's cash
                      flow is up 12.1% excluding those excess costs that I just
                      referred to. QVC up 19% prior to the expenses associated
                      with launching the operation in Japan. And Content up 45%
                      due to the results of the E!, Golf Channel, and Outdoor
                      Life. In fact, it is pretty amazing when you look back at
                      what has happened on the last year. In the Content group
                      that we have, we have acquired full control now, 91%
                      ownership interest of the Golf Channel. Outdoor Life is
                      now 100% owned by Comcast. We acquired Home Team Sports,
                      which is now being rebranded to Comcast SportsNet. And E!
                      continue to report great results quarter after quarter.
                      As well, QVC had another terrific year. This is QVC's
                      15th year of operation. They celebrated their 15th
                      anniversary in November. They launched operations at
                      QVC-Japan in April and finished the year with a record
                      year. In Cable, we completed system swaps and
                      acquisitions that resulted in adding 2 million new subs
                      to our cable operation, finishing at almost 8 1/2 million
                      subs. At the same time, we rebuilt nearly a quarter of
                      our company's plant, a faster rebuild rate than we have
                      ever had in our history before. Through all of that, we
                      have continued to report very solid margins. In fact,
                      despite the fact that we have incorporated some 2 million
                      new subs, we improved our operating margins fully
                      110-basis points, finishing the year at 42.4%. We
                      finished 2001 with over 3.28 million new revenue
                      generating units, exceeding our initial guidance of 2.75
                      million units at year end. We added a total of 1.28
                      million net new RGUs throughout the 12-month period.

                      This morning, we are pleased to report that we had
                      substantially completed the transition of our high-speed
                      Internet customers over to our own network. And while
                      each of these divisions have reported really amazing
                      accomplishments and great operating results, that we will
                      review in a moment or two, we also announced back in
                      December our intention to merge with AT&T Broadband. We
                      have never been more bullish about cable and the value
                      that can be created with 22 million subs and 38 million
                      homes passed.

                      But let us dive into the Cable division numbers.
                      Excluding the excess @Home transition costs of $140
                      million, the Cable division in the fourth quarter
                      reported 12% cash flow growth at $583.3 million and for
                      the full year 12.1% growth at $2.25 billion. The single
                      most important driver of fourth quarter cable revenue is
                      the new service RGU Growth. Last month, early last month
                      on January 7th, we released the RGU numbers for 2001,
                      reporting 30% year-over-year increases. We finished, as I
                      said before, with 3.28 million new RGU units, well over
                      our goal that we announced initially at the beginning of
                      last year of 2.75 million. That represents a rate of
                      24,000 new additions each and every week for the 12-month

                      In the Digital category, we finished the fourth quarter
                      with 2.336 million digital cable customers, representing
                      a 54% pro forma increase over year 2000 and a
                      subscription penetration rate of nearly 28%. We added
                      213,000 subscriptions in the quarter, 815,000
                      subscriptions for the full year. In 2001, we saw digital
                      penetration growing significantly throughout all of our
                      markets. And in fact, as we look back as to what happened
                      in markets that were launched 2 and 3 years ago, we
                      continue to see significant increases in the penetration
                      rate in those markets. As we look to markets that were
                      launched in late 1998, they started the year last year at
                      an average of about 25% and finished the year at 33
                      percentage points. Those that were launched in 1999
                      started the year at around 21% and finished at 31%. So on
                      average, we are looking at increased penetration rates
                      between 8 to 10 percentage points. At the same time, the
                      average revenue that we are generating from each one of
                      those units continues to increase. We finished the year
                      with average revenue per digital unit at $10.53, up 4%
                      from where we were at the beginning of the previous year.
                      And as we continue to rollout the enhanced version of
                      this product that we call Digital Plus. This helps drive
                      that number with a product priced at $14.95 and we
                      continue and we believe it helps to continue to drive
                      higher penetration rates as it has broader appeal than
                      the originally launched classic version of that product.

                      Our Digital Platform has made tremendous progress as
                      well, as we have integrated the ability to rollout Video
                      on Demand. Comcast now has more than 3 million VOD ready
                      homes in 16 markets. And you will recall that initially
                      we projected we would have 2 million VOD ready homes by
                      the end of the year, so exceeding that number by over
                      50%. The integration that was required to do that was a
                      huge job. Just think of the combination of integrating
                      exercises that are required to integrate the various
                      boxes, billing platforms and guides along with VOD
                      vendors. Everything from Motorola, to SA, TV Guide, Sara,
                      TV Gateway, Cable Data, Convergence, Seachange,
                      Concurrent, all of those various combinations had to be
                      integrated in various permutations and combinations. We
                      expect this footprint of 3 million homes to nearly double
                      by the end of this year.

                      On the Data Front, last month we announced strong
                      sequential and quarterly growth in the data product. We
                      finished the year with 948,000 customers, a 33%
                      sequential increase over the third quarter and a 39%
                      increase over fourth quarter last year. This represents a
                      penetration rate of 9% of marketable homes and in the
                      fourth quarter represents weekly adds of 12,000. We met
                      our guidance at year end despite the bankruptcy of


                      In 2001, we expanded availability of the high-speed
                      Internet service by more than 3.6 million homes on a pro
                      forma basis. We ended the year with a service in front of
                      10.4 million homes or close to 75% of the homes in the
                      Comcast universe. We expect, by the end of this year,
                      that this product will be available to 85 percent of the
                      homes increasing to about 11 1/2 million by the end of
                      2002. But the real achievement for Comcast@Home Internet
                      Service, which would essentially complete the transition
                      onto our network 5 months ahead of what was originally
                      planned. In December, we began the transition over to our
                      network. We hired in the intervening period more that
                      2000 extra phone reps to handle the job. We learned from
                      some early mistakes in Northern New Jersey to the point
                      that the more recent transitions have been made very very
                      smoothly. We are paving the way with all sorts of flyers,
                      reminders, letters, post cards and calls to prepare the
                      customers for the change and the changes have gone very
                      very smoothly, all things being considered. We are now
                      building a robust network to deliver better service,
                      including remote e-mail, personal web space, multiple
                      e-mail addresses that will be available to our customer

                      At the same time, we have remained focused on the basics
                      of the industry. Other growth drivers that are
                      fundamental to the industry, such as subscriber growth
                      and revenue growth continue to remain on target.
                      Subscriber growth finished the year at 1% adding 34,000
                      customers in the fourth quarter, 84,000 customers for the
                      full year. These metrics help to offset some softness
                      that we saw in the type of new category, pay-per-view in
                      the fourth quarter was down 7% over the comparable period
                      last year. And even ad sales down 7 1/2%. In fact, if you
                      compare the ad sales figure down 7 1/2% in the fourth
                      quarter to the increase of 11 1/2% that we saw in the
                      third quarter, you will see almost a 20% swing on a
                      quarterly number of $80 million to $90 million, obviously
                      having a fairly significant impact. This is because of
                      the lack of political advertising in the fourth quarter
                      this year compared to that of 2000, the impact of general
                      market conditions after September 11th and overall
                      economic conditions.

                      So across the board, we have delivered on every one of
                      our goals to 2001. We have integrated 2 million subs,
                      increased margins 110-basis points, finishing the year at
                      42.4. Exceeded all initial RGU estimates. Delivered 12%
                      operating cash flow growth, despite the disruptions from
                      the Excite@Home bankruptcy and the soft advertising
                      market, and rebuilt more of our plant than ever before.
                      At year end, our upgrades were nearly complete. We
                      upgraded nearly 2 1/2 million homes in 2001. 95% of our
                      plant now has at least 550 megahertz of capacity. During
                      the year we made significant progress upgrading recently
                      acquired cable systems to at least 550 megahertz of
                      capacity so that acquisitions such as Prime and Lenfest
                      are now 100% rebuilt, at Adelphia at 83% rebuilt and AT&T
                      systems that we swapped or acquired, 88% rebuilt. We have
                      invested $454 million of capital in this rebuild and
                      ongoing maintenance program in the fourth quarter. I
                      would remind people that included in that number is some
                      $75 million for the transition from the @Home, Excite
                      plant. So if you look back to the capital number that we
                      invested in the second quarter, it was over $500 million
                      and we have seen progressive declines in the third
                      quarter and fourth quarter from $513 down to $380. Our
                      run rate capital investment program is now about $600
                      million on an annualized basis, below what we were
                      running at in the second quarter of this year. This will
                      have a significant impact on our ability to generate
                      dramatically increased free cash flow from ongoing

                      So as we look forward to 2002, you will continue to see
                      further declines in our Capital Investment Program. From
                      the $1.85 billion that we invested this year, we will
                      invest approximately $1.3 billion in 2002 to finish the
                      year with about 87% of our plant, at it least 750
                      megahertz of capacity. That is at least 12 million of our
                      13.8 or 9 million homes with 750 megahertz of capacity.
                      We expect to generate revenue growth of between 10% and
                      12% in 2002. We expect to generate operating cash flow
                      growth between 12% and 14% for the year. And I would
                      emphasize that that is 12% to 14% growth over the $2.25
                      billion of cash flow


                      that we generated in 2001, excluding the Excite@Home
                      charge, so of the higher number, 12% to 14% growth. We
                      expect to add between 600,000 to 700,000 digital cable
                      boxes, finishing the year at close to 3 million digital
                      boxes in all of our systems. Furthermore, we expect to
                      add between 400,000 to 500,000 high-speed Internet
                      customers. This is a huge target that we are setting for
                      ourselves, but we are confident of our ability to meet
                      those numbers. And I would remind listeners that the
                      targets that we have for revenue and cash flow assume no
                      advertising growth. This is our attempt to be
                      conservative in estimates for next year and we believe
                      that with that in mind we will still be generating 10% to
                      12% revenue growth and 12% to 14% cash flow growth.

                      So let's move on to QVC. QVC had another terrific year
                      generating, prior to the $19 million of losses in Japan,
                      19% cash flow growth for the year at $741 million and
                      revenue growth of 10.4% of $3.9 billion. This exceeds the
                      guidance that we gave out at the beginning of the year to
                      low to mid teen cash flow growth excluding Japan. The
                      results for the quarter are just as exciting, 18.2% cash
                      flow growth and 11.4% revenue growth. And if you consider
                      that these are comparisons to a particularly strong
                      quarter in the fourth quarter last year when we reported
                      24.4% cash flow growth in fourth quarter 2000. The real
                      machine behind QVC is the domestic operations. Domestic
                      accounts fulfilling 86% of the revenues and generates
                      $726 million of operating cash flows. So as you look at
                      the international operations, the cash flow generated out
                      of the UK offset the losses reported by Germany and Japan
                      delivering the full load from the domestic operation.

                      Furthermore, for those of you that missed it, I draw your
                      attention to an analysis that was done and published
                      towards the end of the year showing that QVC is now
                      considered the number 2 broadcaster in the country in
                      terms of revenue, surpassing CBS, surpassing ABC, only
                      behind NBC. The domestic operation for the quarter showed
                      revenue up 10% and operating cash flow up 18% inline with
                      the consolidated numbers. This is driven by continued
                      housing growth or homes growth that get the service
                      finishing the year at 73 million. Sales per FTE, up 6.3%
                      continuing to help drive those numbers as well. In fact,
                      in the later part of the quarter on December 2nd, QVC
                      reported a record breaking day with global orders
                      exceeding $80 million, surpassing the previous record of
                      $60 million that had been reported just a year earlier.
                      On that particular day, over 405,000 units were ordered,
                      over 30,000 Dell Intel Pentium 4 personal computers were
                      sold at almost $2000 a unit. And that momentum continued
                      into the Christmas rush with Christmas orders for the
                      week of December 10th, exceeding $110 million.

                      Profitability continued to improve in QVC as well with
                      the operating margins up 140-basis points to 21.3% from
                      the 19.9% reported in the previous period. In Germany, we
                      continue to make terrific improvements with the fourth
                      quarter revenue up 63% to $64 million and continued
                      improvement in operating cash flow losses, finishing the
                      quarter with a loss of only $1 million, so very close to
                      break even. For the full year, cash flow loss contracted
                      from $12 million in 2000 down to $7 million in 2001.
                      Continued expense containment also helped in the United
                      Kingdom. The UK finished the year with cash flow up 25%
                      at $25 million, up from $20 million in the previous year.
                      And as I mentioned before, we are now broadcasting live
                      in Japan 15 hours a day where we launched on August 1st.
                      We incurred a loss in the fourth quarter of $4 million
                      and for the full year $19 million, significantly below
                      the guidance that we gave of $30 million to $35 million.

                      Consolidated revenue and cash flow guidance for QVC for
                      2002 will look very much like the numbers that we guided
                      the market to in 2001. We expect to see low double digit
                      growth in revenue and low to mid teen growth in operating
                      cash flow. This is before the losses that we expect to
                      generate out of Japan, which will be approximately $20
                      million to $25 million.


                      Capital investment in QVC for 2001 topped out at $138
                      million, well within the guidance that we gave for the
                      year of $158 million. We expect in 2002 to invest about
                      $175 million, approximately 50% or north of $80 million
                      of that will be in international markets spread between
                      Germany, Japan and the United Kingdom.

                      Now let us finally move on to the last operating division
                      and describe the results in our Content division. We have
                      made one minor change to the Content Reporting Group. Our
                      consolidated Content properties going forward will
                      include E! Networks, Comcast-Spectacor, the Golf Channel
                      and Outdoor Life, but not the sports channel. The
                      regional sports network has become an intricate part of
                      our cable operations in the Mid-Atlantic super cluster.
                      This business is largely vertically integrated and there
                      are real operating benefits to managing them together and
                      in fact this business now reports directly to Steve
                      Burke. The cross-promotional activities are huge and have
                      a dramatic impact on the business. We will be using this
                      platform for an early introduction of HDTV for a number
                      of the team games. This change has no impact on growth
                      and little impact on absolute numbers of either segment.
                      And the changes reported in the footnotes to both the
                      total company and the cable segment data presented in the
                      press release. So for the full year, the Content segment
                      reported revenues up 17% to $742 million and operating
                      cash flow up 45% to $189 million. The cash flow is
                      significantly in excess of our 20% guidance that we had
                      given early in the year.

                      The results at E! are very strong. Revenue growth for the
                      year was 14% finishing at north of $300 million. This
                      reflects the strong upfront for the first 3 quarters of
                      the year and cash flow growth finished at about $110
                      million, 26% over the same period last year.

                      Ad sales were down in the fourth quarter, as we had
                      expected, but this reflects just the market conditions.
                      At the same time, affiliate revenues are up because of
                      continued subscriber growth and E! reported 15% full year
                      increase in the number of Nielsen subscribers, finishing
                      the year at 76 million, up 15% over the prior year.

                      We also had great results out of the Golf Channel. Golf
                      Channel reported revenue growth of 18% and cash flow
                      growth of over 27%, finishing the year north of $40
                      million. Golf also reported a 25% increase in the number
                      of subscribers, finishing the year at about 46 million
                      subscribers worldwide. We expect the Golf subscriber
                      number to continue to increase over the next couple of
                      years and would expect by year end '03 to be reporting a
                      number in excess of 50 million.

                      Our guidance for 2002 is to generate high single digit
                      revenue growth in this group and mid to high teen cash
                      flow growth. This is with excluding the results for
                      Outdoor Life and our start up channel G4, the new video
                      games network that was announced at the Western Show at
                      the end of last year.

                      So with this across all of our operating divisions, we
                      are really pleased with the results. 2002 is shaping up
                      to be a great year for Comcast and we have never been in
                      better shape, either financially or operationally, to
                      deliver on the opportunities that lie ahead.

                      So with that, I think let's open the call to any Q&A.

Operator:             Thank you sir. Investors wishing to ask a question may
                      signal us by pressing the digit 1 on your touch-tone
                      phone. If your question has been answered and you wish to
                      be removed from the queue, please press the pound sign.
                      If you are using a speakerphone, please pick up the
                      handset before pressing the numbers. We have Richard
                      Bilotti from Morgan Stanley online with at question,
                      please state your question.


Richard Bilotti:      Good morning gentlemen. Specifically with respect to
                      data, a lot has changed in the last 3 months. One, I
                      think this is the quarter or the last 2 quarters, fourth
                      quarter and this quarter, when a lot of your price
                      increases finally rolled through on that product. Two,
                      you have gone through the @Home transition. If you look
                      at your markets that are now done with both of those,
                      meaning great increases and the rollout, where are we at
                      with respect to run rate additions? Are you back to the
                      levels that you were seeing in the early fall or are they
                      running slightly slower, running slightly faster? Kind of
                      an apples-to-apples comparison after the impact of both
                      of those 2 products and decision since this is probably
                      the most important product.

Steve Burke:          Rich, this is Steve Burke. I will try to answer your
                      question as best I can. First of all, our conversion is
                      essentially done. We convert another 50,000 subscribers
                      tonight, but all of the rest of the subscribers have been
                      converted, so this time tomorrow we are done with the
                      transition. The first thing that does for us, obviously,
                      it puts the service under our control and therefore
                      allows us to guarantee service quality, allows us to
                      launch new product. But it also has an immediate
                      financial impact. We were paying about $12.00 to $13.00 a
                      month @Home. The comparable number of post transition is
                      more like $7.00 to $8.00, so there is a $5.00 per month
                      per subscriber impact. And if you assume we hit the
                      midpoint of our guidance that works out to approximately
                      $70 million a year in incremental cash flow. So that is
                      sort of the first thing. In terms of regaining momentum,
                      what we tried to do with the agreement with @Home is
                      continue the momentum in our biggest quarter, which was
                      the fourth quarter. We feel we did that. We hit the
                      950,000 number. We added 155,000 subs and also positioned
                      us for the first quarter of '02 and subsequent quarters
                      to come out with a little bit of momentum. We did have a
                      slow period the first week or two of January, but right
                      now we are at weekly ad rates that are comparable to last
                      year. And what happens is when you convert a market, you
                      have sort of a week before and a week after of slowness,
                      because you do not want to put somebody on and convert
                      them right away and similarly you have some mop up work
                      to do after a conversion. But that is essentially behind
                      us. So what we are seeing on a go forward basis is a
                      business that looks just like it did before the
                      conversion and the good news is it is over. One nice
                      thing about having this happen in a very short time
                      period is had we waited until June, which was the
                      original plan, it would be a drag on our operation for
                      the first 2 quarters. It is now behind us and we are back
                      on track.

Richard Bilotti:      And all of your price increases are now in effect for all
                      your markets and high-speed data?

Steve Burke:          Yes. What happened was there were markets that took price
                      increases with their normal cable price increases during
                      the fall. But as of January 1st, everybody is converted.
                      So what you are going to find, as the business goes
                      forward, is you get the run rates back to where they were
                      in prior year. You also get an increase in ARPU from both
                      the price increase and the fact that during the fourth
                      quarter there were a variety of things we did
                      promotionally, primarily because @Home was out in the
                      newspaper every day declaring bankruptcy and we were
                      pulled off the shelves at Radio Shack. There were a
                      number of things that happened due to Excite@Home's
                      bankruptcy that we felt we needed to combat with
                      promotions. That is now behind us. So I think you are
                      going to see the run rates stabilize and you are going to
                      see ARPU increase.

Brian Roberts:        This is Brian. I just want to add - congratulations to
                      the Cable Team. Because if we made one mistake in '01, it
                      was not fully anticipating Excite@Home going into
                      bankruptcy. And I will certainly take responsibility for
                      that. It was not expected. We were on a different
                      timetable. But when it is all said and done, we had the
                      results we had in '01 and now we are poised for a great
                      '02. And I just think the final outcome is perfect. So
                      Steve and a lot of hard work and we had some consumer
                      interruption and we were unhappy about that, but it was
                      very much


                      minimized by the way we went around (Inaudible) this
                      transition given the kind of unexpected nature of the
                      bankruptcy. Next question.

Operator:             We have Raymond Katz from Bear Stearns online with a
                      question, please state your question.

Raymond Katz:         Good morning. Thank you. Could we talk for a second about
                      facing sub growth? You have not given any guidance for
                      '02 on that. Could you clarify that for us? And could you
                      also talk about the dynamics behind basic sub growth,
                      whatever the number is, meaning are you seeing a
                      reduction in churn? Are you seeing acceleration,
                      deceleration in gross adds? What are the dynamics behind

Steve Burke:          Ray, we as you know came in at 1% sub growth last year
                      and we feel that that is where we are going to come in in
                      2002. If you look at our business over the last 4 or 5
                      years, as satellite became a more robust competitor, year
                      after year after year our basic sub growth has declined.
                      It stabilized about 2 years ago and we feel the primary
                      reason is the digital strategy that we have been on. As
                      we look out over the next year, our feeling is that we
                      have sort of stabilized at the 1% growth rate and where
                      we go in 2003 and 2004 is difficult to predict. But it
                      clearly is impacted by rebuilding our plant and getting
                      digital in the 5% of the company that is not rebuilt and
                      in the 1% of the company that does not have digital, you
                      can certainly see the negative impact. So we feel that 1%
                      is the right number going forward. We do not see anything
                      on the horizon that should change that and we will see
                      where it goes in 2003 and beyond.

Raymond Katz:         Well Steve that sort of implies that your penetration
                      will continue to very slightly slip year- over-year,
                      because your homes passed are growing at a faster rate.
                      Is there any chance that you guys getting back the video
                      market share that you are slowly losing?

Steve Burke:          Well I will say, we had about 20,000 dish win backs in
                      2001. And once you get Video on Demand into our digital
                      plant, you could certainly make an optimist's argument
                      that you are going to start to claw back and that you
                      have something finally that not only is comparable but
                      better than satellite. But I think at this point, it is
                      premature to say what that impact is going to be, because
                      Video on Demand, in terms of market presence, we are in
                      front of 3 million homes, but we are not aggressively
                      marketing yet.

Brian Roberts:        Let me just, again, say, "Our philosophy is not to be as
                      focused on that statistic, because whether there is 10 or
                      20 to 30,000 on the edges, which are low value customers
                      and higher churn, we added 1.28 million RGUs. And the
                      focus, right or wrong, has been that while the base is
                      growing and holding its own and growing at 1% that the
                      bigger opportunity and what is powering the future here
                      is to aggressively get out and sell the RGUs." And I
                      think we have done that. It is amazing that were able to
                      get 20,000 customers who have a satellite dish to come
                      back to cable. I think that could go quite well for the
                      future but that is not the primary focus of the company.
                      The primary focus is keep selling RGUs.

John Alchin:          Next question.

Operator:             We have Jessica Reif Cohen from Merrill Lynch online with
                      a question, please state your question.

Jessica Reif Cohen:   Thanks. Steve, you just mentioned that you are not
                      aggressively marketing Video on Demand yet. Could you
                      give us some color as to when you will ramp up marketing?
                      Will your focus be on VOD or SVOD? Kind of just give more
                      on expectations there.


Steve Burke:          I realize it seems like Ground Hog Day, because we are
                      always talking about Video on Demand coming, but this
                      time we really mean it. The hard part of Video on Demand
                      we have always believed is not marketing it to consumers,
                      but making sure that the platform and all the integration
                      work is done. That is done. And our plan would be to take
                      the 3 million homes that we currently are in front of and
                      approximately double that during the next 6 months. At
                      the same time, we are doing a number of tests and the
                      initial testing results, I think, are very encouraging. I
                      think for the first time Video on Demand is going to
                      create a digital product which is appealing to people who
                      do not take premium services and therefore do not get the
                      multiplexing. If you think about it, if you can go to
                      somebody and say, "For $9.95 a month you have the ability
                      to avoid going to a video store or go to a video store
                      last and get all these movies." Our experience in the
                      test so far has shown that we really have a product that
                      can move digital to a different level. Our plan is to get
                      aggressive, come out of the marketing test mode, get the
                      rest of the homes added and get aggressive in our big
                      clusters in the second half of the year. And that is
                      going to coincide, we believe, with some positive
                      developments in terms of getting product. We believe
                      there is a couple more studios that are going to come
                      very soon and so you would have a combination of the
                      plant being ready, the marketing and testing process
                      being completed and the studio product. To me in a lot of
                      ways this is reminiscent to where we were with digital
                      and high-speed data. In the beginning, both of those
                      products, I think, went slowly and at a certain point
                      they hit a tipping point and really accelerated. As to
                      whether we are fans of SVOD or VOD, I think the future is
                      probably going to be some combination of the 2. Clearly
                      the ability to get a recurring revenue stream and teach
                      customers that digital and time shifting are synonymous
                      is a value. But also for some customers I think just
                      straight VOD is of value and we are testing every
                      combination you could imagine right now in the market.

Jessica Reif Cohen:   Can you just comment on digital churn, like where is
                      digital churn now?

Steve Burke:          Digital churn is pretty much where it has always been,
                      which depending on how you measure it is 5% when you do
                      it gross. But when you count moves and upgrades and
                      downgrades, it is more along the 1.5% range that we
                      believe satellite is currently operating at.

Jessica Reif Cohen:   But once you offer VOD, I think where you are going with
                      this is that churn should start to come down.

Steve Burke:          I think our strategy with digital, just to be clear,
                      because I know a lot of people are looking and watching
                      digital net adds. Our strategy with digital is to
                      continuously enhance the product, not so much so that you
                      can make money on SVOD or so that you can make money on
                      incremental pay units, but so that you can continue to
                      drive the penetration deeper. And our feeling is VOD, not
                      only reduces churn, which it clearly will, but gives you
                      a reason to sell to basic customers who do not take
                      premium services or reduce your churn of digital
                      customers who do take premium services. And it really
                      gives us the ability, I think, to do a lot of good things
                      for our digital rollout. So combination of all the above
                      and we just want to make sure that it is completely ready
                      for prime time. We only have one chance to walk in the
                      front door and make the right impression, particularly
                      among your very best customers. And we want to make sure
                      that when we do that we take our best shot.

John Alchin:          Next question please, operator.

Operator:             We have Karim Zia from Deutsche Bank online with a
                      question, please state your question.

Karim Zia:            I had one general question, I guess, for Steve and Brad,
                      which is with regards to the 2002 outlook for AT&T
                      Broadband. Have the revisions there, I guess, on the
                      EBITDA side and the


                      margin for '02, Steve, changed your shorter-term
                      expectations as in 2003 for what that will look like? And
                      similarly for Brad, does the upgrade pace and capital
                      spending there change either the timing that you think it
                      will take to complete the rebuild in light of the pace
                      that you achieved in 2001 or the level of capital
                      expenditures you will need to get there?

Steve Burke:          Let me jump in Karim. I think the fact of the matter is
                      AT&T is a separate company and it is just not appropriate
                      for us to comment on their results per say or their
                      rebuild program or any of the specifics to their
                      business. That having been said, it is an obvious
                      question - How do we feel about the transaction as a
                      management team? And I think if you look at our results
                      this year and everything we accomplished integrating 2
                      million subscribers, rebuilding the 95%, managing the new
                      products, doing the high-speed modem conversion, cash
                      flow up 12%. We feel that we are ready for this. And when
                      you really look at the deal, the deal makes a tremendous
                      amount of sense and we as a management team are ready to
                      tackle it. Beyond that I think it would be inappropriate
                      for us to comment on their results.

Karim Zia:            That is fair. Steve can you just talk about then between
                      now and closing, the kinds of things you can yourself do
                      to kind of advance the process when it does close?

Steve Burke:          Well I think the best thing we can do is continue to
                      manage our business and make sure that our management
                      team is focused on our results so that when the deal does
                      close we are in as good shape as we can be.

Brian Roberts:        This is Brian. Let me comment that I think that is first
                      of all job one. We have always been about having good
                      execution. I think that is embedded in your question -
                      How do we feel about how the prospects look? Well nothing
                      is changed in terms of our hopes for how great the 2
                      companies together can be. But let me update you just a
                      month and a half later from where we are from where we
                      signed the deal. What we need to do is file a tax ruling,
                      file the franchise transfer request, the Hart-Scott
                      Redino filing and the shareholder vote, the proxy
                      materials to the shareholders. And all of those, all that
                      work product is underway. That involves both companies
                      working together, tremendous cooperation, a can do
                      attitude. We are completely respectful of - they have to
                      operate for '02 and we have to operate our business for
                      '02, as Steve said, and that is where we are principally
                      focused operationally. But we continue to be optimistic
                      that we can get this in front of all the necessary
                      governing bodies quickly, expeditiously and without a lot
                      of stress between the 2 organizations. And in fact I do
                      not think there is a month into it that I could say
                      anything has not gone as well as we would have hoped and
                      we have done a lot of deals. And this is the mother load
                      of all deals. But so far it is A+.

John Alchin:          Next question please, operator.

Operator:             We have Niraj Gupta from Salomon Smith Barney online with
                      a question, please state your question.

Niraj Gupta:          Hi. Good morning everybody. First question, John could
                      you clarify, obviously like you said, you have
                      reclassified the sports networks and you put them into
                      core cable. But could you clarify whether or not there
                      was a positive or negative impact on revenue and cash
                      flow for the Cable business from the reclassification?
                      Secondly, could you guys update us on what your thoughts
                      are on the business telephony operations at this point? I
                      know you have moved it into the other line, so you did
                      not break it out in the quarter. But how do you feel
                      about that business given, I guess continued weakness in
                      the economy and ramp plans there? And then thirdly, just
                      a quick update, I know you are looking for flat
                      advertising growth in terms of your guidance this year,
                      but how is advertising shaping up early in 2002? Thanks.


John Alchin:          Let me handle the quantitative aspect of the move of
                      SportsNet. The impact on those numbers, full year, is
                      approximately $80 million of revenue and break even to $2
                      million of cash flow, no growth year-over-year, so from a
                      growth standpoint, no impact.

Steve Burke:          From an operating standpoint on Comcast SportsNet, what
                      we found is that the sports networks, which exist as I am
                      sure you all in Philadelphia and Baltimore, Washington
                      are about as important as they could possibly be in terms
                      of branding and image. And what we are trying to do is
                      make sure that they are integrated into the cable
                      operations so that we cross promote, we use the
                      inventory, the branding opportunities. John mentioned
                      high definition television. That is a good example. High
                      definition television in these markets we think is going
                      to be great for consumers, great for digital rollout. But
                      the real benefit is probably on the cable side as opposed
                      to the SportsNet side. But it is something that is
                      clearly worth doing. And those transfer-pricing
                      discussions go away when it is all part of the same

Niraj Gupta:          Steve, as a followup on that, the HDTV sports network, is
                      that something that you guys will do by the end of this
                      year? Obviously that would help improve the value
                      proposition of the digital product.

Steve Burke:          Did you say ACTV?

Niraj Gupta:          No, HDTV.

Steve Burke:          Oh HDTV. Yes, our plan for HDTV would be to launch at the
                      end of this year and on a go forward basis, the idea
                      would be to do approximately 100 games in each of the
                      markets mixed between baseball, basketball and hockey.
                      And we think high definition is something that is
                      approaching a point where it makes sense in general and
                      the ability to do high depth sports in our cable markets
                      is particularly exciting. So that is Comcast SportsNet.
                      In terms of Comcast business communications, we made a
                      decision a number of months ago to take that business and
                      slow down the expansion. So we were staying in the 4
                      markets that we have really concentrated on initially and
                      as a result the capital and operating expense loses are
                      lower than they otherwise might have been and at this
                      point we are taking a wait and see attitude. We still
                      believe there are strategic reasons why that is a good
                      business for any cable operator. But we thought given
                      everything else that was going on with the economy and
                      particularly the telecom space that we wanted to lower
                      and minimize our exposure there. Moving on to ad sales, I
                      think the worst is behind us. You can always have a
                      surprise. But I think if you are looking at this quarter
                      versus last quarter, we certainly feel the worst is
                      behind us. We continue to be very optimistic about this
                      business as we put these clusters together, set up all
                      these interconnects. But we tried to be very clear in our
                      previous call, at the end of the third quarter, that the
                      fourth quarter for a variety of reasons looked like it
                      was going to be weaker. Now at the same point in, looking
                      forward to our first quarter, we are pretty confident
                      that the worst is behind us and that we are going to have
                      a solid year, I would call it, in 2002.

John Alchin:          Next question please, operator.

Operator:             We have Doug Shapiro from Bank of America Securities
                      online with a question, please state your question.

Doug Shapiro:         Thanks. I had a couple of things. One was, given the
                      importance of the sports networks that you were just
                      talking about Steve, I was just wondering, generally, if
                      you have an early read on what the FCC stance might be on
                      the program access rules and sun setting and whether it
                      might decide to actually close a loophole on terrestrial
                      distribution and what you think the ramifications would
                      be? And then just a couple of clarifications both on
                      things that Steve


                      said. The first was, I think I heard you say that you
                      expected to have the VOD footprint doubled by mid year. I
                      just wanted to clarify that. And then secondly, I think
                      you also said that ad rates for data were now after a
                      couple of weak weeks in January that they were comparable
                      to last year's ads, if you meant comparable to where you
                      were in the fourth quarter of last year or you mean
                      comparable year-over-year in the first quarter?

Brian Roberts:        On the program access rules, I do not think there is
                      anything new there. Obviously the size of the new company
                      it becomes less material on just the pure size. It only
                      effects one market, I think is what you were referring
                      to. With that said, there was a court case, court hearing
                      yesterday on whether the FCC decision was proper and we
                      will get a ruling in the next month or two. But based on
                      a lot of the questions, the number of the lawyers there
                      felt that once again it would be affirmed that what the
                      FCC ruled and what we did was appropriate with Comcast
                      SportsNet. I do not know what they will do with the
                      rules. But I do not know that this is the forum to talk
                      about it so, but I do not think it will have a huge
                      material effect either way. Steve, do you want to talk
                      about VOD?

Steve Burke:          Well in terms of Video on Demand, I think to be safe you
                      ought to assume by the end of the year we would double
                      the homes passed. And then in terms of data add rates,
                      when we say comparable, we are talking about comparable
                      to the first quarter of last year, not the holiday fourth

Doug Shapiro:         Great. Thanks a lot.

John Alchin:          Next question please, operator.

Operator:             We have Jordan Lacob from Marisco Capital* online with a
                      question, please state your question.

Jordan Lacob:         My question has been answered.  Thank you.

John Alchin:          Thank you.  Next question.

Operator:             We have Lara Warner from Lehman Brothers online with a
                      question, please state your question.

Lara Warner:          Good morning. Thank you. First really quickly I just
                      wanted to clarify with Steve on @Home. You mentioned that
                      you were basically finished with the transition. Is that
                      both in terms of transitioning servers, as well as
                      customers actually installing the CD-ROM? And then the
                      second question is - could you maybe give us some color
                      on how the AT&T systems are performing now that you
                      purchased earlier last year, what type of margin
                      improvement or cash flow per sub improvement you have
                      seen in those systems over the last couple of quarters
                      and what were some of the main drivers?

Steve Burke:          In terms of the conversions, what we are talking about is
                      customers who are converted all the way, so they turn on
                      their computers, they get The conversion is
                      complete from servers all the way down. We do have a
                      limited number of people who are doing e-mail conversions
                      in addition to their connectivity, which are going to
                      take place over the next week or so. But when you talk
                      about the sort of conversion of the network, the network
                      conversion is essentially complete as of 24 hours from
                      now. In terms of the AT&T systems that we took over, I
                      think we could not have achieved the results that we did
                      this year in the margin stability without dramatically
                      increasing those systems in terms of margin improvement.
                      John, have we given exact numbers as to...?


John Alchin:          Yes, I think we have Lara. We have mentioned about a
                      600-basis point improvement across those systems that
                      were swapped at the end of last year. And cash flow in
                      those systems up about 30% for the year.

Lara Warner:          Great. Thank you.

John Alchin:          Next and I think last question operator.

Operator:             Thank you. We have Tom Wolzien from Stanford Berstein
                      online with a question, please state your question.

Tom Wolzien:          Good morning gentlemen. Two areas, one is - Do you have
                      anything quantitative in terms of take rates that you can
                      provide on VOD where you do have it established yet? And
                      secondly, Steve, on a broader basis with advertising - As
                      the cable market share continues to increase and as you
                      consolidate these markets, do you have any sense of how
                      your ad sales are going, vis-a-vis the broadcasters who
                      each individual one of which has a significantly less
                      market share actually in prime time?

Steve Burke:          Let me start with the advertising. There is no question
                      that we are taking market share at a rapid rate from the
                      broadcasters in the places where we have major
                      interconnects, which we've got 15 or 20 of them now. And
                      we believe in most of the markets we are operating in.
                      The share changes is rather dramatic, which leads me to
                      believe, once you get to a normalized economy, normalized
                      ad sales growth, you are going to see us move up pretty
                      dramatically in terms of growth rate. We also recently
                      hired a gentleman named Charlie Thurston to be president
                      of our Ad Sales Group, who most recently has run the
                      Interconnect in Los Angeles, which is dramatically the
                      best Interconnect in the country by a wide margin. I
                      think the game here is what it has always been, the
                      ability for one company to speak for the majority of
                      subscribers in a DMA so that an advertiser gets the ad
                      placed at the right time with one bill, none of the
                      affidavits and all those things. And that is winning in
                      the marketplace. The problem has been obviously in the
                      fourth quarter. It is overshadowed by the overall market
                      decline. In terms of Video on Demand, we are really not
                      giving any quantitative indication right now because we
                      are testing so many different variables. I think you will
                      find us 3 to 6 months from now being very specific about
                      our plans, our strategy, but we are still trying to bake
                      that cake at this point.

Brian Roberts:        Let me just add...This is Brian....just as we end the
                      call. From my vantage point this was a watershed year on
                      top of 12% cash flow growth in cable, QVC had an
                      incredible year. I do not know enough good things to say.
                      If you compare them to anyone in the industry, if you
                      look at them compared to other retailers, the performance
                      was nothing short of amazing with the EBITDA growth, the
                      new customers, the new kinds of products it just goes
                      extremely well and of course opening up yet another new
                      market and really continuing growth in Germany. So very
                      excited there. And the content side of business, we did a
                      lot of restructuring to get control of Golf Channel,
                      Outdoor Life, E!, successfully, got agreements on style.
                      to make that a growth engine, but stay focused on the
                      core business. Comcast SportsNet we expanded into
                      another market. And then of course the AT&T transaction
                      positions the company for really beginning in '03 a whole
                      new era of growth. As we have told many of you in
                      individual meetings and Investor Conferences and
                      announcements, almost with any set of assumptions you
                      want to make for AT&T Broadband combined with Comcast and
                      the overhead duplication, the programming cost synergies,
                      the capital savings, the combined entities, ability to
                      accelerate broadband in this country and to accelerate
                      new technologies and new innovations, it is one of the
                      most exciting opportunities and with our proven track
                      record of integration success and staying focused, we
                      think we are ready. It will be a frustrating year


                      because we are not doing anything and cannot and will
                      not. But when the opportunity gets here, I think this
                      company is really ready and we are very excited, but we
                      are not taking our eye off the ball.

John Alchin:          Thank you operator.

Operator:             Thank you. There will be a replay immediately following
                      today's conference call and it will run through tomorrow
                      night at midnight. The dial in number is 630-652-3000 and
                      the pass code is 5254738. Once again, the number for the
                      replay is 630-652-3000 and the pass code is 5254738. A
                      recording of the conference call will also be available
                      on the Company's web site. This concludes today's
                      teleconference. Thank you for participating. You may all


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                           FORWARD-LOOKING STATEMENTS

     The enclosed information contains forward-looking statements within the
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differ materially from those indicated by such forward-looking statements.
These factors include, but are not limited to, risks and uncertainties set
forth in 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 transaction with AT&T Corp. ("AT&T")
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conditions contained in, any regulatory approvals required for the proposed
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and other similar factors. Readers are referred to Comcast's most recent
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                             ADDITIONAL INFORMATION

     In connection with the proposed transactions, AT&T and Comcast will file a
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IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of
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