SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                        Date of Report: October 21, 2003



                                   AT&T CORP.
               (Exact Name of Registrant as Specified in Charter)

                                    New York

                 (State or Other Jurisdiction of Incorporation)

               1-1105                             13-4924710
       (Commission File Number)        (IRS Employer Identification No.)


                           One AT&T Way
                      Bedminster, New Jersey            07921
                 (Address of Principal Executive      (Zip Code)
                  Offices)


       Registrant's telephone number, including area code: (908) 221-2000


                                 Not Applicable

          (Former Name or Former Address, If Changed Since Last Report)

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



ITEM 5. OTHER EVENTS

What are we disclosing?

On October 22, 2003, our Senior  Executive  Vice  President and Chief  Financial
Officer,  Thomas W. Horton,  made the following comments in regard to the fourth
quarter 2003 outlook during the Company's earnings conference call.

Year to date  Business  Services  revenue has declined by 4.2%,  similar to last
year's reported rate of decline of 4.1%. However, if we look ahead to the fourth
quarter,  we see growing pricing pressure,  continued weak demand and the normal
effects of  seasonality,  which will all  pressure  our top line on a sequential
basis.  So, we  expect  the  full-year  decline  in 2003 to be  higher  than our
year-to-date decline of 4.2%.

We expect to see margin pressure from RBOC entry and bundled pricing  activities
to put further  pressure on consumer  margins going  forward.  Specifically,  we
expect some  competitors to be very  aggressive this quarter as they begin their
much-anticipated  entry into new  states.  This  coupled  with the  increase  in
expense to facilitate  our aggressive  state entry should  translate into fourth
quarter margin pressure on a sequential basis.

We now expect to reduce total headcount by 10% this year versus 2002. At the end
of the third quarter,  substantially all of these targeted headcount  reductions
were  completed.  In total,  these  reductions will correspond to an annual cost
savings of approximately $650 million dollars during 2004. We understand that to
even  maintain our margin in the current  economic and pricing  environment,  we
need to  continue  driving  costs  from  the  business  through  automation  and
operational efficiencies.

We now expect our net debt balance to be under $9 billion by year-end.  Expected
net debt  consists of estimated  total debt of $14.1  billion,  net of estimated
cash (including  restricted cash) and estimated foreign exchange fluctuations of
at least $5.2 billion.  The  components of net debt may fluctuate as we evaluate
debt and cash  management  strategies;  however  these shifts  should not have a
significant impact on net debt.

                                      ****

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (c) EXHIBITS

          Exhibit 99 - Press release dated October 21, 2003.

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS

On October 21, 2003, AT&T Corp. issued a press release  announcing third quarter
earnings. A copy of the press release is attached as Exhibit 99.

The  information in this Form 8-K and the Exhibit  attached  hereto shall not be
deemed  "filed" for purposes of Section 18 of the  Securities  Act of 1934,  nor
shall it be deemed  incorporated by reference in any filing under the Securities
Act of 1933,  except as shall be  expressly  set forth by specific  reference in
such filing.



                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                       AT&T CORP.



                                       /s/  Robert S. Feit
                                       ----------------------------------
                                       By:  Robert S. Feit
                                            Vice President - Law and Secretary


October 21, 2003



                                                                      Exhibit 99

                                                             [AT&T LOGO OMITTED]

News Release
-----------------------------------------------------------------------

FOR RELEASE TUESDAY, OCTOBER 21, 2003

            SECTION 1.01. AT&T Announces Third Quarter 2003 Earnings
                          ------------------------------------------


o   Third quarter earnings per diluted share from continuing operations of $0.58
o   Consolidated revenue of $8.6 billion
o   Operating income of $829 million

BEDMINSTER,  N.J.  -- AT&T  (NYSE:  T) today  reported  income  from  continuing
operations  of $458  million,  or earnings per diluted  share of $0.58,  for the
third quarter of 2003.  The company's  current  quarter  income from  continuing
operations  compares to income of $525 million, or earnings per diluted share of
$0.67,  in the third quarter of 2002. This quarter's net income of $418 million,
or $0.53 per  share,  included  a charge  of $27  million,  or $0.03 per  share,
related to the cumulative  effect of the adoption of a new  accounting  standard
and $13 million, or $0.02 per share, of losses from discontinued operations.

"AT&T's third quarter results demonstrate our ability to successfully execute in
a  difficult   environment  by  maintaining  our  focus  on  controlling  costs,
streamlining  processes and  delighting our  customers,"  said AT&T Chairman and
Chief Executive Officer David W. Dorman. "We continue to operate from a position
of  leadership  and  strength,  and we remain among the best  positioned  in our
industry  for a recovery  in  employment  growth  and  improved  telecom  sector
spending and demand."

AT&T reported  third quarter 2003  consolidated  revenue of $8.6 billion,  which
included  $6.3  billion from AT&T  Business  Services and $2.4 billion from AT&T
Consumer Services. This represents a consolidated revenue decline of 8.1 percent
versus the third quarter of 2002,  primarily  due to continued  declines in long
distance (LD) voice revenue,  partially offset by the continued  success of AT&T
Consumer  Services' bundled local and LD offering,  as well as growth in several
key markets of AT&T Business Services.

AT&T's third quarter 2003 operating income totaled $829 million,  resulting in a
consolidated  operating  margin of 9.6 percent.  AT&T Business  Services  posted
operating income of $417 million,  yielding a margin of 6.6 percent,  while AT&T
Consumer Services generated operating income of $500 million,  yielding a margin
of 21.2 percent.

"AT&T is making solid progress in improving our cost structure and enhancing our
overall  financial  flexibility and strength," said AT&T Chief Financial Officer
Thomas W.  Horton.  "This  quarter's  significant  free cash flow  allowed us to
reduce net debt by $1.5  billion and reduce our year-end net debt target to less
than $9 billion while continuing to invest in the future of our business."



AT&T UNIT HIGHLIGHTS

AT&T Business Services

o    Revenue  was $6.3  billion,  a decline of 6.2  percent  from the prior year
     third quarter.  The unit's revenue  performance  reflects pricing pressure,
     weakness  in  retail  LD and data  demand  and  overall  telecommunications
     spending,  partially  offset by strong growth in wholesale  volumes,  local
     voice and IP&E-services revenue.

o    Long distance voice revenue declined 10.5 percent on a quarter-over-quarter
     basis,  driven by continued  pricing  pressure,  partially offset by volume
     growth.  Volumes  grew nearly 15 percent on a  quarter-over-quarter  basis,
     driven by strong  wholesale  growth,  which more than offset the decline in
     retail volumes.

o    Local voice revenue grew approximately 38 percent from the prior year third
     quarter.  Local  access  lines  totaled  over 4.3 million at the end of the
     current  period,  representing  an increase of almost 97,000 lines from the
     second quarter of 2003.

o    IP&E-services  revenue  grew 13.0  percent,  while  data  services  revenue
     declined 6.5 percent from the prior year quarter.

o    The managed component of total data services and IP&E-services revenue grew
     about 10  percent  from the prior  year  third  quarter  and now  comprises
     approximately 33 percent of this total revenue.

o    Operating  income totaled $417 million.  Operating  margin was 6.6 percent,
     compared with 12.7 percent in the prior year third quarter.  The decline is
     primarily due to pricing pressure, weak retail demand resulting from a soft
     economy,  a mix shift from higher  margin  retail LD voice service to lower
     margin  wholesale,  data and IP&E  services,  a $125 million access expense
     adjustment,  as well  as a $53  million  net  restructuring  charge  in the
     current period.


AT&T Consumer Services

o    Revenue was $2.4 billion,  a decline of 15.8 percent  versus the prior year
     third  quarter,  driven by lower LD  revenue  as a result of the  continued
     impact of  competition,  wireless and Internet  substitution,  and customer
     migration to lower priced  products and calling plans.  These declines were
     partially offset by growth in bundled revenue and pricing actions.  Bundled
     revenue grew by 77 percent  compared to the prior year third  quarter,  and
     now represents over 22 percent of AT&T Consumer Services' total revenue.

o    Operating income totaled $500 million, yielding an operating margin of 21.2
     percent,  compared with 21.3 percent in the prior year third  quarter.  The
     slight  quarter-over-quarter  decline  reflects the impact of substitution,
     competition  and mix shift,  largely offset by pricing actions taken during
     the quarter.

o    At the end of the third  quarter,  AT&T Consumer  provided local service to
     more than 3.5 million  customers,  an increase of 85 percent from the prior
     year  third  quarter.  During  the  current  reporting  period,  AT&T began
     offering service in Wisconsin,  Minnesota and Arizona.  As of September 30,
     2003,  local service was  available in 15 markets.  The company plans to be
     testing or  actively  marketing  its  residential  One Rate  USAsm  bundled
     service in 35 states by year-end.



OTHER CONSOLIDATED FINANCIAL HIGHLIGHTS


o    In  September  2003,  in  conjunction  with our  review of  accounting  and
     internal control systems,  the Company determined that the liability on the
     balance  sheet  relating to costs  incurred in 2001 and 2002  pertaining to
     access and other connection expense was understated by $125 million.  Since
     the impact to prior years' annual  financial  statements  was not material,
     the Company  recorded an  additional  expense of $125  million ($77 million
     after-tax)  in the third  quarter to reflect  the  proper  estimate  of the
     liability. The expense,  properly recorded in the respective prior periods,
     would have decreased annual income from continuing  operations for 2001 and
     2002 by $32 million,  or $0.04 per diluted share, and $45 million, or $0.06
     per diluted share, respectively.

     The  expense,  properly  recorded  in the  respective  periods,  would have
     (decreased)  increased quarterly income from continuing  operations for the
     three  months ended  September  30, 2001 by ($33)  million,  or ($0.04) per
     diluted share;  for the three months ended December 31, 2001 by $1 million,
     or $0.01 per diluted  share;  for the three  months ended March 31, 2002 by
     ($64)  million,  or ($0.08) per diluted  share;  for the three months ended
     June 30, 2002 by $12  million,  or $0.02 per diluted  share;  for the three
     months ended September 30, 2002 by $14 million, or $0.01 per diluted share;
     and for the three  months  ended  December  31,  2002 by ($7)  million,  or
     ($0.01) per diluted share.

     A review was conducted by outside legal counsel, under the direction of the
     Audit Committee.  This review found that two employees, one lower-level and
     one  mid-level  management  employee,  circumvented  the internal  controls
     process  resulting in the financial  impacts noted above.  The Company made
     the  appropriate  personnel  changes and  enhanced  its  internal  controls
     accordingly.

o    Third  quarter  2003  income from  continuing  operations  of $458  million
     included  pretax  net  restructuring  and  other  charges  of $64  million,
     primarily   related  to  separation   costs   associated   with  management
     streamlining  initiatives.  The  company  expects to realize an  additional
     charge for employee  separations  in the fourth  quarter of 2003,  although
     this  charge is expected to be  significantly  less than the third  quarter
     2003 restructuring charge.

o    Other  income  (expense)  of ($7)  million in the third  quarter  primarily
     consisted of losses from the early extinguishment of debt, primarily offset
     by investment-related income.

o    The third  quarter  income tax  provision  reflected  an  approximate  $120
     million  benefit  relating to final  governmental  approval of Research and
     Experimentation tax credit claims from prior years.

o    As of July 1, 2003,  AT&T  adopted  Financial  Accounting  Standards  Board
     Interpretation  No.  46  (FIN  46),  "Consolidation  of  Variable  Interest
     Entities - an Interpretation  of Accounting  Research Bulletin No. 51." The
     consolidation of two entities from which AT&T leases buildings  resulted in
     the addition of $433 million of assets  (principally the leased properties)
     and $477 million of  liabilities  (debt  secured by the  properties).  This
     resulted in a charge of $27 million, net of income taxes, as the cumulative
     effect of an accounting change.

o    AT&T ended the quarter with net debt of $9.3 billion,  which  includes $0.5
     billion of debt associated with the adoption of FIN 46. Net debt is defined
     as total debt of $17.4 billion less cash of $6.8 billion,  restricted  cash
     of $0.5 billion and net foreign debt fluctuations of $0.9 billion.

o    In July of 2003,  AT&T  announced  a $2 billion  debt  repurchase  program.
     During the quarter,  AT&T redeemed two long-term debt issues  totaling $0.5
     billion.  AT&T also  called  three  additional  debt issues  totaling  $1.1
     billion to be redeemed on October 22, 2003. In addition, AT&T exercised its
     right to repay $0.5 billion of debt associated  with leases  capitalized in
     conjunction  with the  adoption of FIN 46. The pretax loss  recorded in the
     third quarter from these events was $0.1 billion.

o    Free cash flow was $2.0 billion for the third quarter,  which included $0.6
     billion of tax refunds. Free cash flow is defined as cash flows provided by
     operating   activities   of  $2.8   billion  less  cash  used  for  capital
     expenditures and other additions of $0.8 billion.

o    Capital  expenditures  for the  third  quarter  were  $1.2  billion,  which
     includes $433 million for properties  consolidated  in connection  with the
     adoption of FIN 46.

o    The third quarter loss from discontinued  operations  reflects an estimated
     loss on certain environmental clean-up matters associated with the business
     of NCR Corp.,  which was spun-off from AT&T in 1996. In accordance with the
     separation and distribution  agreement between AT&T and NCR, AT&T shares in
     certain  costs  associated  with  potential  litigation  liabilities.  AT&T
     recorded its estimated proportionate share of the clean-up costs.



DEFINITIONS and NOTES

AT&T Business Services

LD Voice -  includes  all of  AT&T's  domestic  and  international  LD  revenue,
including Intralata toll when purchased as part of an LD calling plan.

Local Voice - includes all local  calling and feature  revenue,  Intralata  toll
when purchased as part of a local calling plan, as well as  Inter-carrier  local
revenue.

Data Services-  includes  bandwidth  services  (dedicated  private line services
through high-capacity optical transport),  frame relay and asynchronous transfer
mode  (ATM)  revenue  for LD and  local,  as well as revenue  for  managed  data
services.

Internet  Protocol & Enhanced  Services  (IP&E-services) - includes all services
that ride on the IP common backbone or that use IP technology, including managed
IP services, as well as application services (e.g., hosting, security).

Outsourcing,  Professional Services & Other - includes complex bundled solutions
primarily  in the  wide  area/local  area  network  space,  AT&T's  professional
services revenue associated with the company's federal government customers,  as
well as all other Business  Services revenue (and  eliminations)  not previously
defined.  Also  includes  revenue  from AT&T  Latin  America  prior to the first
quarter of 2003.

Data,  IP&E-Services  -  Percent  Managed -  managed  services  refers to AT&T's
management  of  a  client's  network  or  network  and  applications   including
applications that extend to the customer premise equipment.

Data,  IP&E-Services  -  Percent  International  - a data  service  that  either
originates  or  terminates  outside of the  United  States,  or an  IP&E-service
installed or wholly delivered outside the United States.

AT&T Consumer Services

Bundled Services - includes any customer with a local relationship as a starting
point,  and all other AT&T  subscription-based  voice products  provided to that
customer.

Standalone  LD,  Transactional  & Other  Services - includes any  customer  with
solely   a  long   distance   relationship,   non-voice   products,   or  a  non
subscription-based relationship.

Local Customers - residential customers who subscribe to AT&T local service.

Bundled  Households - number of  households  in targeted  markets where there is
general availability of AT&T local service.

Other Definitions and Notes

Restricted cash - $0.5 billion of cash that  collateralizes a portion of private
debt and is included in "other assets" on the balance sheet.

Foreign currency fluctuations - represents  mark-to-market  adjustments,  net of
cash collateral collected, that increased the debt balance by approximately $0.9
billion at  September  30,  2003,  on  non-U.S.  denominated  debt of about $4.0
billion. AT&T has entered into foreign exchange hedges that substantially offset
the fluctuations in the debt balance. The offsetting mark-to-market  adjustments
of the hedges are included in "other assets" on the balance sheet.



         Income Statement
 -----------------------------------------------------------------------------------------------------------------------------------
                                      AT&T Corp. Consolidated Statements of Operations (Unaudited)
                                             Dollars in millions (except per share amounts)

                                                                           Three Months Ended             Nine Months Ended
                                                                               September 30,                 September 30,
                                                                          2003            2002            2003           2002
                                                                                                         
     REVENUE
     AT&T Business Services                                              6,282         $ 6,700        $ 19,125       $ 19,970
     AT&T Consumer Services                                              2,353           2,794           7,265          8,791
     Corporate and Other                                                    14             (85)             40           (224)
                                                                       ------------------------------- -----------------------
     Total Revenue                                                       8,649           9,409          26,430         28,537

     OPERATING EXPENSES
     Access and other connection                                         2,785           2,679           8,191          8,214
     Costs of services and products                                      1,954           2,066           5,923          6,166
     Selling, general and administrative                                 1,793           2,032           5,551          5,911
     Depreciation and amortization                                       1,224           1,243           3,607          3,631
     Net restructuring and other charges                                    64             (26)            134            (26)
                                                                       ------------------------ ------------------------------
     Total operating expenses                                            7,820           7,994          23,406         23,896

     Operating Income                                                      829           1,415           3,024          4,641
     Other (expense) income, net                                            (7)           (180)             89           (285)
     Interest (expense)                                                   (289)           (355)           (917)        (1,087)
                                                                       ------------------------ ------------------------------

     Income from continuing operations before income taxes,
     minority interest income, and net earnings (losses) related
     to equity investments                                                 533             880           2,196          3,269

     (Provision) for income taxes                                          (72)           (370)           (677)        (1,362)
     Minority interest income                                                -              28               1             81
     Net (losses) earnings related to equity investments                    (3)            (13)              3           (414)
                                                                       ------------------------ ------------------------------
     Income from continuing operations                                     458             525           1,523          1,574
     (Loss) from discontinued operations - net of income taxes             (13)           (318)            (13)       (14,316)
                                                                       ------------------------ ------------------------------
     Income (loss) before cumulative effect of accounting changes          445             207           1,510        (12,742)
     Cumulative effect of accounting changes - net of income taxes         (27)              -              15           (856)
                                                                       ------------------------ ------------------------------
     Net income (loss)                                                     418             207           1,525        (13,598)
                                                                       ------------------------ ------------------------------
     Weighted-average common shares (millions)                             789             770             787            736
     Weighted-average common shares and potential common
     shares (millions)                                                     791             788             788            759

     PER BASIC SHARE:
     Earnings from continuing operations                                $ 0.58          $ 0.68          $ 1.94         $ 2.14
     (Loss) from discontinued operations                                 (0.02)          (0.41)          (0.02)        (19.45)
     Cumulative effect of accounting changes                             (0.03)              -            0.02          (1.16)
                                                                       ------------------------ ------------------------------
     Earnings (loss) per basic share                                    $ 0.53          $ 0.27          $ 1.94       $ (18.47)
                                                                       ------------------------ ------------------------------

     PER DILUTED SHARE:
     Earnings from continuing operations                                $ 0.58          $ 0.67          $ 1.93         $ 2.07
     (Loss) from discontinued operations                                 (0.02)          (0.41)          (0.01)        (18.86)
     Cumulative effect of accounting changes                             (0.03)              -            0.02          (1.13)
                                                                       ------------------------ ------------------------------
     Earnings (loss) per diluted share                                  $ 0.53          $ 0.26          $ 1.94       $ (17.92)
                                                                       ------------------------ ------------------------------

     Dividends declared per share                                       $ 0.2375        $ 0.1875        $ 0.6125     $ 0.5625




Quarterly Income Statements
------------------------------------------------------------------------------------------------------------------------------------
            AT&T Corp. Consolidated Statements of Income (Unaudited)
                 Dollars in millions (except per share amounts)

                                                     ----------------------------------------------------------------------------
                                                         3Q03     2Q03      1Q03     4Q02     3Q02       2Q02     1Q02      2002
                                                     ----------------------------------------------------------------------------
                                                                                                 
REVENUE
AT&T Business Services                                 $6,282   $6,406   $6,437   $6,588   $6,700   $  6,742   $ 6,528   $ 26,558
AT&T Consumer Services                                  2,353    2,376    2,536    2,736    2,794      2,911     3,086     11,527
Corporate and Other                                        14       13       13      (34)     (85)       (73)      (66)      (258)
Total revenue                                           8,649    8,795    8,986    9,290    9,409      9,580     9,548     37,827

OPERATING EXPENSES
Access and other connection                             2,785    2,708    2,698    2,576    2,679      2,747     2,788     10,790
Costs of services and products                          1,954    1,958    2,011    2,197    2,066      2,086     2,014      8,363
Selling, general and administrative                     1,793    1,837    1,921    2,077    2,032      1,942     1,937      7,988
Depreciation and amortization                           1,224    1,197    1,186    1,257    1,243      1,213     1,175      4,888
Net restructuring and other charges                        64       66        4    1,463      (26)         -         -      1,437
Total operating expenses                                7,820    7,766    7,820    9,570    7,994      7,988     7,914     33,466
Operating income (loss)                                   829    1,029    1,166     (280)   1,415      1,592     1,634      4,361

Other (expense)/income, net                                (7)      86       10      208     (180)       (50)      (55)       (77)
Interest (expense)                                       (289)    (296)    (332)    (361)    (355)      (336)     (396)    (1,448)
Income (loss) from continuing operations before
income taxes, minority interest income, and net
earnings (losses) related to equity investments           533      819      844     (433)     880      1,206     1,183      2,836

(Provision) for income taxes                              (72)    (308)    (297)    (225)    (370)      (513)     (479)    (1,587)
Minority interest income                                    -        -        1       33       28         33        20        114
Net (losses) earnings related to equity investments        (3)      25      (19)      14      (13)      (123)     (278)      (400)
Income (loss) from continuing operations                  458      536      529     (611)     525        603       446        963
(Loss) from discontinued operations - net of income
taxes                                                     (13)       -        -     (197)    (318)   (13,433)     (565)   (14,513)
Gain on disposition of discontinued operations - net
of income taxes                                             -        -        -    1,324        -          -         -      1,324
Income (loss) before cumulative effect of accounting
changes                                                   445      536      529      516      207    (12,830)     (119)   (12,226)
Cumulative effect of accounting changes, net of
income tax                                                (27)       -       42        -        -          -      (856)      (856)
Net income (loss)                                      $  418   $  536   $  571   $  516   $  207   $(12,830)  $  (975)  $(13,082)

Weighted-average common shares (millions)                 789      787      784      776      770        730       709        746
Weighted-average common shares and potential common
shares                                                    791      787      785      776      788        750       738        766

PER BASIC SHARE:
Earnings (loss) from continuing operations             $ 0.58   $ 0.68   $ 0.67   $(0.79)  $ 0.68     $ 0.83   $  0.63   $   1.29
(Loss) from discontinued operations                     (0.02)       -        -    (0.26)   (0.41)    (18.41)    (0.80)    (19.44)
Gain on disposition of discontinued operations              -        -        -     1.71        -          -         -       1.77
Cumulative effect of accounting changes                 (0.03)       -     0.06        -        -          -     (1.21)     (1.15)
Earnings (loss) per basic share                        $ 0.53   $ 0.68   $ 0.73   $ 0.66   $ 0.27   $ (17.58)  $ (1.38)  $ (17.53)

PER DILUTED SHARE:
Earnings (loss) from continuing operations             $ 0.58   $ 0.68   $ 0.67   $(0.79)  $ 0.67   $   0.80   $  0.60   $   1.26
(Loss) from discontinued operations                     (0.02)       -        -    (0.26)   (0.41)    (17.91)    (0.76)    (18.95)
Gain on disposition of discontinued operations              -        -        -     1.71        -          -         -       1.73
Cumulative effect of accounting changes                 (0.03)       -     0.06        -        -          -     (1.16)     (1.12)
Earnings (loss) per diluted share                      $ 0.53   $ 0.68   $ 0.73   $ 0.66   $ 0.26   $ (17.11)  $ (1.32)  $ (17.08)
------------------------------------------------------------------------------------------------------------------------------------





Historical Segment Data
------------------------------------------------------------------------------------------------------------------------------------
                                                 Segment Disclosures (Unaudited)
                                                        Dollars in Millions


                                                       3Q03      2Q03      1Q03      4Q02      3Q02      2Q02      1Q02       2002
                                                                                                  
AT&T Business Services
  LD Voice                                          $ 2,801   $ 2,873   $ 2,961   $ 2,853   $ 3,129   $ 3,224   $ 3,048   $ 12,254
  Local Voice                                           379       384       335       336       274       277       268      1,155
  Total Voice                                         3,180     3,257     3,296     3,189     3,403     3,501     3,316     13,409

  Data Services                                       1,949     1,993     2,000     2,079     2,086     2,077     2,018      8,260
  IP&E-Services                                         476       459       445       442       421       406       408      1,677
  Total Data Services, IP&E-Services                  2,425     2,452     2,445     2,521     2,507     2,483     2,426      9,937

  Outsourcing, Professional Services & Other            677       697       696       878       790       758       786      3,212

  Total Revenue                                       6,282     6,406     6,437     6,588     6,700     6,742     6,528     26,558
  Operating Income (Loss)(1)                            417       597       600      (612)      854       856       867      1,965
  Operating Margin                                     6.6%      9.3%      9.3%     (9.3%)    12.7%     12.7%     13.3%       7.4%
  Capital Expenditures(5)                               995       763       636     1,297       912       930       575      3,714
  Depreciation & Amortization                         1,162     1,133     1,126     1,173     1,128     1,141     1,104      4,546

  Total Data Services, IP&E-Services
  - % managed                                           33%       31%       30%       30%       29%       29%       29%        29%
  Total Data Services, IP&E-Services
  - % international                                     14%       14%       14%       15%       14%       15%       13%        14%
  LD Volume Growth - Yr/Yr                              15%       12%       12%        7%        2%       (1%)      (1%)        2%
  LD Volume % Wholesale                                 51%       47%       45%       42%       38%       34%       33%        37%


AT&T Consumer Services
  Standalone LD, Transactional and Other Services   $ 1,832   $ 1,916   $ 2,112   $ 2,375   $ 2,499   $ 2,670   $ 2,869   $ 10,413
  Bundled Services                                      521       460       424       361       295       241       217      1,114
  Total Revenue                                       2,353     2,376     2,536     2,736     2,794     2,911     3,086     11,527
  Operating Income(2)                                   500       489       632       389       595       787       821      2,592
  Operating Margin                                    21.2%     20.6%     24.9%     14.2%     21.3%     27.0%     26.6%      22.5%
  Capital Expenditures                                   14        19        22        32        34        33        28        127
  Depreciation & Amortization                            35        36        35        57        89        43        41        230

  Local Customers (in thousands)                      3,547     3,130     2,778     2,423     1,916     1,549     1,266      2,423
  Bundled Households (in millions)                     47.7      40.1      32.2      32.2      32.2      17.6      13.1       32.2


Corporate and Other
  Revenue                                              $ 14      $ 13      $ 13     $ (34)    $ (85)    $ (73)    $ (66)    $ (258)
  Operating (Loss)(3)                                   (88)      (57)      (66)      (57)      (34)      (51)      (54)      (196)
  Capital Expenditures(5)                               198         8         4        17        23        13        10         63
  Depreciation & Amortization                            27        28        25        27        26        29        30        112


Total AT&T
  Revenue                                            $8,649    $8,795    $8,986    $9,290    $9,409    $9,580    $9,548    $37,827
  Operating Income (Loss)(4)                            829     1,029     1,166      (280)    1,415     1,592     1,634      4,361
  Operating Margin                                     9.6%     11.7%     13.0%     (3.0%)    15.0%     16.6%     17.1%      11.5%
  Capital Expenditures(5)                             1,207       790       662     1,346       969       976       613      3,904
  Depreciation & Amortization                         1,224     1,197     1,186     1,257     1,243     1,213     1,175      4,888


  (1) Includes net business restructuring and asset impairment (charges)
      benefits of ($53M) in 3Q03, ($47M) in 2Q03, ($4M) in 1Q03, ($1,230M) in
      4Q02 and $27M in 3Q02.
  (2) Includes net business restructuring and asset impairment (charges)
      benefits of ($4M) in 3Q03, ($5M) in 2Q03, ($223M) in 4Q02 and $12M in
      3Q02.
  (3) Includes net business restructuring (charges) of ($7M) in 3Q03, ($14M) in
      2Q03, ($10M) in 4Q02 and ($13M) in 3Q02.
  (4) Includes net business restructuring and asset impairment (charges)
      benefits of ($64M) in 3Q03, ($66M) in 2Q03, ($4M) in 1Q03, ($1,463M) in
      4Q02 and $26M in 3Q02.
  (5) Total AT&T capital expenditures includes $433M related to the adoption of
      FIN 46 of which $241M is included in Business Services and $192M is
      included in Corporate and Other






       Balance Sheet
-------------------------------------------------------------------------------------------------------------------
                             AT&T Corp. Consolidated Balance Sheets (Unaudited)
                                            Dollars in Millions



                                                                      September 30,     December 31,             %
                                                                              2003             2002         Change
                                                                                                   
ASSETS
Cash and cash equivalents                                                  $  6,751         $  8,014        (15.8%)
Accounts receivable, less allowances of $681 and $669                         4,525            5,286        (14.4%)
Deferred income taxes                                                           617              910        (32.2%)
Other current assets                                                          1,109            1,693        (34.4%)
                                                                           --------         --------
   Total Current Assets                                                      13,002           15,903        (18.2%)

Property, plant and equipment, net of accumulated
  depreciation of $33,689 and $31,021                                        24,719           25,604         (3.5%)
Goodwill                                                                      4,691            4,626          1.4%
Other purchased intangible assets, net of accumulated
   depreciation of $298 and $244                                                508              556         (8.6%)
Prepaid pension costs                                                         3,791            3,596          5.4%
Other assets                                                                  4,596            4,987         (7.9%)
                                                                           --------         --------
TOTAL ASSETS                                                               $ 51,307         $ 55,272         (7.2%)
                                                                           --------         --------

LIABILITIES
Accounts payable                                                           $  3,297         $  3,819        (13.7%)
Payroll and benefit-related liabilities                                       1,091            1,519        (28.2%)
Debt maturing within one year                                                 4,647            3,762         23.5%
Other current liabilities                                                     2,974            2,924          1.7%
                                                                           --------         --------
   Total Current Liabilities                                                 12,009           12,024         (0.1%)

Long-term debt                                                               12,759           18,812        (32.2%)
Long-term benefit-related liabilities                                         4,240            4,001         (6.0%)
Deferred income taxes                                                         5,580            4,739         17.7%
Other long-term liabilities and deferred credits                              3,180            3,384         (6.0%)
                                                                           --------         --------
   Total Liabilities                                                         37,768           42,960        (12.1%)
                                                                           --------         --------

SHAREOWNERS' EQUITY
AT&T Common Stock, $1 par value, authorized 6,000,000,000
   shares; issued and outstanding 789,220,022 shares (net of
   171,692,349 treasury shares) at September 30, 2003 and
   783,037,580 shares (net of 171,801,716 treasury shares) at
   December 31, 2002                                                            789              783          0.8%
Additional paid-in capital                                                   27,855           28,163         (1.1%)
Accumulated deficit                                                         (15,044)         (16,566)         9.2%
Accumulated other comprehensive loss                                            (61)             (68)         9.2%
                                                                           --------         --------
   Total Shareowners' Equity                                                 13,539           12,312         10.0%
                                                                           --------         --------

TOTAL LIABILITIES & SHAREOWNERS' EQUITY                                    $ 51,307         $ 55,272         (7.2%)
                                                                           --------         --------



Note to Financial Media: AT&T executives will discuss the company's  performance
in a two-way  conference  call for  financial  analysts  at 8:15 a.m.  ET today.
Reporters  are  invited  to  listen  to  the  call.  U.S.  callers  should  dial
888-276-0010  to  access  the  call.  Callers  outside  the U.S.  should  dial +
1-612-326-1003.

In addition, Internet rebroadcasts of the call will be available on the AT&T Web
site beginning later today.  The Web site address is  http://www.att.com/ir.  An
audio rebroadcast of the conference call will be available  beginning at 11:15AM
on  Tuesday,  October 21 until  11:59PM on  Thursday,  October 23. To access the
replay,   please  visit   http://www.att.com/ir,   or  U.S.   callers  can  dial
800-475-6701,   access  code  661284.  Callers  outside  the  U.S.  should  dial
+1-320-365-3844, access code 661284.


The foregoing,  including statements relating to possible future dividends,  are
"forward-looking  statements" which are based on management's beliefs as well as
on a number of  assumptions  concerning  future  events made by and  information
currently  available  to  management.  Readers  are  cautioned  not to put undue
reliance  on such  forward-looking  statements,  which  are not a  guarantee  of
performance and are subject to a number of uncertainties and other factors, many
of which are outside AT&T's  control,  that could cause actual results to differ
materially from such statements.  For a more detailed description of the factors
that could cause such a difference,  please see AT&T's 10-K, 10-Q, 8-K and other
filings  with  the  Securities  and  Exchange  Commission.  AT&T  disclaims  any
intention  or  obligation  to update or revise any  forward-looking  statements,
whether  as a result  of new  information,  future  events  or  otherwise.  This
information  is presented  solely to provide  additional  information to further
understand the results of AT&T. The  declaration of future  dividends is made at
the  discretion  of  AT&T's  Board of  Directors,  which  will  consider  AT&T's
financial  condition  and  all  other  relevant  factors,  and  there  can be no
assurance as to the declaration and amount of future dividends, if any.


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