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                                       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: March 5, 2002


     The following meeting was held by Comcast at Bear Stearns 15th
Annual Media, Entertainment & Information Conference on March 4, 2002:


Ray Katz:      I first met these gentlemen in 1987 when they did business out
               of a strip mall in Bala Cynwood Pennsylvania. They had about
               $1.1 million subscribers. They had just split Storer Cable with
               TCI, which at the time was a very complicated transaction.
               Looking back on it, it was fairly plain vanilla. The largest
               acquisition they had done in their history I think they about
               doubled their size. And they're at it again. They're more than
               doubling their size this time with AT&T Broadband. Luckily for
               their shareholders, maybe not luckily maybe by design, there's a
               management team in place that has a lot of experience in
               integrating the acquisitions. This company has been integrating
               acquisitions for more than a decade. They've been doing it very
               successfully. They're about to undertake probably the biggest
               integration that they've ever undertaken. Leading the team to do
               that is Steve Burke. Steve is the President of Comcast Cable
               Communications and John Alchin will join Steve in telling you
               about the company. John is Executive Vice President and
               Treasurer and I'll give it over to Steve.

Steve Burke:   Thank you, Ray, and good afternoon. When you look at the year
               2001 in terms of Comcast's history, it's clearly going to be the
               year that we started the process of trying to come together with
               AT&T and that we culminated that process on December 19 with a
               deal. However, I think it makes sense for us to go back and look
               at the year 2001 - how we did with the business that we have -
               the 8.5 million subscribers that we have. Both because I think
               2001 was a great year for us and also because I think it would
               give you some insight in terms of how we look at our business
               and eventually when we put these two companies together, how we
               might look at Comcast AT&T when we go from 8.5 to 22 million
               subscribers. So if you look at our achievements during the year,
               you really see four major achievements. The first thing is
               essentially completed all of our rebuilds. We're 95% rebuilt at
               the end of the year. I think this is like structural
               unemployment. You never really get 100% rebuild just as you
               never get all the way to 0% unemployment. Ninety-five percent
               (95%) for the Comcast footprint is essentially where we would
               see ourselves settling in over time. So the rebuild process
               really ended for us at the end of 2001 and when you look at our
               free cash flow the company's ability to generate compounding
               free cash flow it accelerates dramatically in 2002 because we
               finished the rebuilds in 2001. Second thing is we feel we had a
               very strong year in terms of new service rollouts ending the
               year with 2.3 million digital subscribers and close to a million
               high-speed data subscribers. That's significantly higher than
               our guidance during the year. And we had year over year
               quarterly acceleration straight through the four quarters of
               2001. At the same time as we did that and at the same time as I
               will speak, we integrated some new systems. We maintained the
               kind of steady cash flow - operating cash flow growth - that I
               think has been one of our primary focuses so that we think was a
               major achievement. And while doing all that we integrated two
               million subscribers, many of those two million subscribers from
               AT&T and I'll show you some slides about how those integrations
               have gone. That in the final analysis I think was one of the
               things that made us sleep well at night while





               signing up to this transaction that if we could do it with the
               1.4 million AT&T subscribers that we had successfully
               integrated, we could do it with a broader canvas to work on. So
               when we look at 2001, those were the key achievements. Here's a
               slide that shows the network. We were about 50% upgraded in 1996
               going all the way to 95% in 2001. And really the underpinning
               behind everything we do is getting this platform in place and
               then building on this platform by layering in new products
               according to a prudent timetable. That's really what we're all
               about - as simple as it sounds. If you look at the first
               priority new product that we had it was digital cable. And our
               thinking was simple: the vast majority of our cash flow still to
               this day despite the success of high-speed data and digital
               cable and some of the other businesses we're entering comes from
               the old analog cable business. And when you've got $2
               billion-plus in operating cash flow from a business and you have
               a competitor that can offer 200 channels when you can't, you
               have a - we believe a strategic imperative to get digital as
               broadly deployed as you can. And you'll see here starting from
               essentially no digital subscribers really test subscribers in
               1998. You see the end of year '01 at 2.3 million and the end of
               year '02 if we hit the mid point in our guidance of
               approximately 3 million digital customers. And our philosophy
               here is to continue to push that penetration deeper and deeper
               into the base. In the beginning, our digital product was a $9.95
               stripped down product that had very little product cost margins
               in the 90%-plus range. We then after about a year decided it was
               time to add a select number of diginets, digital channels. And
               at that point those had become more real in the economics of
               offering those became better and we launched this $14.95 digital
               product about 18 months ago. But our plan is really to step up
               this scale as we drive the penetration deeper. And if you think
               about it, as the product lifecycle starts to flatten out, to us
               that's a signal that it's time for a new product. Video on
               demand we're very excited about. I'll take you through. But
               beyond that, the idea is if you think about it we have a rebuilt
               plant. We now have - call it 2.5 million digital set top boxes
               out there. So we have literally hundreds of millions of dollars
               worth of boxes in place and how do you take that platform which
               is there and continue to build on it? That's really the
               strategy. As much to make money on the new services that you add
               to digital as to just drive digital deeper in the base to
               protect your customers from going anywhere else but staying with
               you. If you look at the digital platform, I think one of the
               things that we're excited about at this point that I think
               people have underplayed is that finally we believe
               high-definition television is something that the cable industry
               should push. And I want to caution everyone - we don't see this
               as being a large cash flow generator any time in the next year
               or two but we do think strategically particularly for the 1, 2,
               or 3% of our customers that are really the high-end customers
               who would be most likely to go satellite that the time is now to
               offer high def. We started offering high-definition television
               in the Philadelphia area with a fairly modest upfront capital
               investment this side of a million dollars. And what we found we
               had 1,000 demo boxes from Motorola. We sold through all thousand
               of those boxes with no advertising at all in about a two or
               three month period. Essentially what we do is we passed through
               HBO and Showtime and whatever local broadcasters we have deals
               with and our feeling now is that we should replicate that in the
               other major markets. So we'll be making an announcement in the
               not too distant future that we'll be doing the same thing in
               Baltimore, Washington, Detroit and the rest of the major markets
               that we operate in. In Philadelphia, Baltimore and Washington
               we're also going to be broadcasting about 100 games in each of
               those markets on our Comcast SportsNet in high def. And we're
               going to have a truck that's going to go back and forth between
               the cities. But basically our feeling is that the more def
               product we can have the more of a competitive differentiator we
               can have ultimately against satellite. It all comes back to
               competition and being ready for competition. We don't think
               satellite can offer high def local signals in market after
               market after market. We think we can and we want to preserve our
               high-end customers. So that's another example of using this
               digital platform to launch new products and get deeper in the
               market. Moving on to high-speed data, we ended the year with
               about 950,000 customers. We planned to add about 400,000 to
               500,000 customers during 2002. This is the fastest growing
               business we have and the business right now that is consuming
               the most of our time that we're most excited about. If you look
               at our high-speed data business, we have


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               completed the transition from Excite@home over to our own
               network, Comcast.net, which has been a difficult transition, but
               one that has a variety of very positive benefits to us and we're
               glad that that's behind us. Basically this transition allows us
               first of all to get control of our own destiny. We never want to
               be in a position again where our fastest growing, most important
               product is a product that we don't control. So we get back all
               of everything that control means in terms of service
               reliability, the ability to launch new products, so on and so
               forth. And then very importantly, we take our costs down very
               dramatically. We were paying @home 35% of sales, which worked
               out to about $12 - $13 per month. Granted, we're two months into
               the process of taking back the network, but we think our costs
               are going to be around $7 - $8 resulting in a savings of about
               $5 per customer per month, 12 months a year, $60 a year, a
               million customers. The math starts to get very compelling. So
               we're pleased to have that behind us. We glad we did it when we
               had a million customers and not when some day we have four
               million customers and we can concentrate on building that
               business now that that transitional period is behind us. What's
               particularly exciting about the high speed data growth, you can
               see on this slide while we have 2.3 million digital customers
               and only a million high-speed data customers, because high-speed
               data customers pay us $40.00 plus per month and digital
               customers pay us more like $15.00 a month, the revenue lines
               actually crossed and you can see high-speed data ramping very
               dramatically. The same thing is happening - excuse me, let me go
               back to that slide - the same thing is happening in terms of the
               cash flow side of the equation. We went back and looked at one
               of our original five-year plans for the high-speed data
               business. And it's interesting how much better this business is
               turning out to be than the original five-year plan. Our
               penetration - we're now in year three of that five-year plan.
               Our penetration is actually higher today than we thought it was
               going to be two years from now. Secondly, we had assumed that
               our prices would have to come down over time for a variety of
               marketplace factors. And in reality Comcast, AT&T, Time Warner,
               a lot of the big MSOs have actually increased their prices from
               $40 to $45. And as I mentioned, the key variable cost per month
               has gone down from $12 to $13 to $7 to $8, very different than
               our base cable business where we have programming costs,
               inflation that is higher than we wish it would be. So there are
               a variety of very positive things going on in our high-speed
               data business that we think bodes well for the future. If you
               then look at building on these platforms, the digital platform
               and the high-speed data platform, we think the next big step for
               us is video on demand. It is something that satellite can't do -
               again, coming back to what can we do to start to take the
               technical high road versus satellite. Something that satellite
               can't do. It is the ability, I think, to drive penetration
               another five or ten or fifteen points deeper into our subscriber
               base that I think is the most appealing to us. Obviously we'd
               like to make money on every movie rented but really the
               strategic imperative is if digital would have plateaued at a
               certain level can you get a booster rocket and push it another
               five, ten, or fifteen percentage points deeper. We have I think
               fairly quietly gone out and downloaded software into about 3
               million homes. We have 13 million homes in the Comcast footprint
               pre-AT&T. About 3 million of the 13 million homes right now have
               VOD software in those home's boxes represents about 500,000
               boxes. And each of those customers can call up VOD as they wish.
               We have not gone out and marketed aggressively as of yet. We
               plan to do that the second half of the year. We would take our
               footprint up from 3 million homes to about double that and we
               believe that we're very close to getting a couple more studios
               to make their product available. And we're continuing our tests
               on SVOD versus VOD. Our feeling is you only get one time to come
               out of the box the right way. And if you look at how we started
               with high-speed data, how we started with digital, we were quite
               prudent and careful until we got the product right and then we
               went very, very quickly. We would anticipate that happening with
               video on demand the second half of this year. Good news is a lot
               of the technical difficulties related to this business are now
               behind us - the going integration with the guides with the video
               on demand companies. The servers are in place. We spent the
               money so now it's the fun part of making sure that the customer
               proposition is tweaked and that we have all of the product and
               then we can get going in the second half of the year. If you
               look at cash flow coming from these businesses you can see that
               digital cable still contributes more cash flow than high-speed
               Internet access but we


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               would anticipate these lines crossing at some time in the not
               too distant future. I mentioned beyond new product success one
               of the things that we're proud of this year as has been the case
               over the last five years is our ability to continue to bring in
               all of the growing - the systems we've gotten through
               acquisition and also trades and swaps. And what you'll see here
               is the bar chart is EBITDA, which is accelerating through
               internal growth and new products but also accelerating because
               we've done a lot of acquisitions and swaps. And the orange line
               across the years here is our margin. And what you'll see is that
               our margin has stayed in the 42 to 43% range straight through
               all that acquisition and swap activity. We started with 4.5
               million subscribers. We now have 8.5 but in reality the number
               of new systems has actually been more than 50% because we
               swapped out and swapped in. So the level of integration work
               that our company has done over the last five years and the
               ability to maintain our margin is something that we're very
               proud of. And in many ways when you look at a company like
               Comcast what you're really looking at are about 200 executives
               who really run the systems. And in each system a General
               Manager, a financial person, an engineering person, a marketing
               person - those are the people who really run the business. Brian
               and I like to think we have something to do with it but in
               reality it's those 200 people who day in and day out run the
               business. And many of those people have now been through five or
               seven or ten integrations over the last five or ten years. We
               know exactly how to do it and those are the people, I think,
               that we're going to be relying on heavily along with some folks
               from AT&T when we put the two companies together. If you look at
               the next slide and now I'll talk with an eye toward the future
               and the challenge that is going to be facing us later this year
               after we come together with AT&T Broadband. Whenever we take
               over new cable systems what we try to do is follow the same
               roadmap. It's fairly simple but it's one that's worked for us
               time and time again. The first thing we try to do is set clear
               priorities. And this sounds very simple but sitting down and
               saying priority number one is cash flow growth. Priority number
               two is prudently rolling out new products in a way that doesn't
               jeopardize priority number one - making sure that everybody
               knows that those are the two primary financial goals. We would
               obviously have goals in terms of service and in terms of how we
               run the business - integrity and how we hire people, etc. But in
               terms of financial goals making sure that everybody understands
               that we think is the most important thing. And it's interesting.
               Different companies have had different priorities. There was a
               time when AT&T had priority number one - let's get 500,000
               telephone customers or let's get a million telephone customers.
               We always flip that and we say your number one responsibility is
               to generate cash flow according to the budget that we've all
               agreed upon and to continue to launch new products and set
               yourself up for the future. The second thing we would do is make
               sure that we had very strong local management and this is where
               our job at times gets very tedious but we plan on going to every
               single AT&T system. They have sixteen major clusters and we
               would go to every single one, interview every single executive,
               get a chance to know everybody, try to find the best between the
               two companies. And typically in the budgeting process we would
               spend two full days in every major cluster of over 500,000
               subscribers and make sure that first of all the people who are
               in place to drive the results are people that we're comfortable
               with - who understand the business and have a proven track
               record of doing that. We would then ask those people to budget
               locally and give them a six to eight week period to do that and
               we would then come back and review those budgets. And what we
               found is the quickest way to make sure that the budgets show
               financial improvements is to require any acquired system to show
               a P&L. Let's say it's a system with 500,000 subscribers. To show
               their P&L stacked up line by line versus a Comcast system with a
               45% margin that also has 500,000 subscribers and we make every
               budget meeting start with those slides and you'd be surprised
               how fast the local management will figure out ways to at least
               address anomalies between the business that we're acquiring and
               the systems that we have. We would be there for each of those
               line by line reviews. We do all of our budgeting in the field
               and if they have sixteen major clusters in AT&T - that means 32
               days on the road myself and my senior most six or eight people
               going through line by line by line. Half way through it you
               forget where you are but we think this process is really what
               results in budgets, which really allow us to drive the business
               and make sure that we get the improvement. And then we do
               monthly P&L reviews


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               with every system and manage by exceptions. So that's the
               overall process. The results that you get from that process -
               I'll give you some examples. These are the 1.4 million AT&T
               Broadband subscribers that we acquired January `00. So we've had
               these systems for a little over a year, about fourteen months.
               And what you'll see - I'll bring your attention if I could - to
               operating cash flow margin. The average system that we acquired
               had a 31% margin - 31.6% margin. In 2001 we brought that up to
               37.7% and this year our budgets and our estimates and we're
               tracking right on this would be to bring those systems up to
               40.6% margins. One of the questions we get asked frequently is
               okay, what are the five things you do when you come in and you
               see one of these systems? So I thought what I'd do is break down
               this slide into a little bit more detail and here we have a
               specific system. This breaks down to 1.4 million. Is this Ann
               Arbor or Royal Oak? Okay, this would be Royal Oak, Michigan,
               which was a TCI system. And what you can see here is that we
               have been able to go from a 24% margin up to a 40% margin and
               the major way we've done it here is with revenue. We have
               brought revenue from 41 to 51 to 58. What we've found is that in
               a lot of the TCI systems the businesses tended to be
               under-marketed. The call centers were not used in a sales
               oriented way so one of the things we tried to do in addition to
               getting the system rebuilt so that you can launch the new
               products - is make sure that we were aggressively selling, that
               we were selling packages as opposed to just selling units, that
               we're spending the appropriate amount on marketing. I believe in
               this system we actually added people as opposed to reducing
               people. We have another system, which happens to be Ann Arbor,
               Michigan, which is not all that far away from Royal Oak with
               about 134,000 subscribers. Here the story was very different.
               This is a system that we bought from AT&T but it was an old
               Media One system and here we reduced the headcount. We had
               layoffs immediately upon taking over the business. And really
               took a lot of costs out of the marketing side of the business.
               Same story in terms of margin getting them from 23% up to 38%
               but much more of a cost driven story and really tried to take
               the business and introduce new products but at the same time
               make sure that the cost side of the business was in place. But I
               think in both of these cases taking the margin during a 24-month
               period up from where it was to more of a Comcast norm. If you
               then look at the next slide one of the issues that obviously is
               going to be facing us as we look at AT&T is the fact that AT&T
               will have 1.5 to 1.7 million telephone subscribers when we put
               the two companies together. We happened to inherit telephony in
               Michigan again going back to Michigan to keep all of the
               examples on tract about 200,000 subscribers AT&T Media One had
               already launched telephony. When we took the systems over about
               twelve months ago - looking back to 2000 cash flow was minus
               $3.7 million and there were about 12,000 telephone customers.
               We've actually grown that business taking the business up. A lot
               of people have questioned whether we would continue to support
               the circuit switch phone business. We've actually grown that
               business from 12,000 customers to 20,000 and plan to end this
               year with 28,000. But most importantly for us we've taken the
               cash flow per subscriber from minus 3.7 to plus 2 to next year
               plus 4. So we believe that the things that we've done in this
               particular area granted on a much smaller scale are things that
               would be applicable as we expand the business putting AT&T and
               Comcast together. So those are some of the things that we've
               done in terms of integrating and continuing to roll out the
               business. We are very optimistic about what happens when you put
               these two companies together. It's now been a couple months
               since we signed the deal and I think our optimism remains very
               high. We think that first of all the ability to take the AT&T
               margins up a Comcast level - we'd like to give ourselves three
               years as opposed to the two year track record that we've had
               with new acquisitions just given the size of the business. We
               think three years is a prudent timeframe rather than two, but we
               think that represents a very attractive opportunity and then
               beyond that getting the scale economics that come when you go
               from 8 million subscribers to 22 million subscribers. And then
               ultimately the ability to have a 22 million subscriber - 38
               million home footprint and use that footprint to drive all sorts
               of new businesses whether it's advertising, whether it's
               interactive television, new programming channels, content,
               interactive television, etc. we think is a tremendous
               opportunity. So we look at 2001 as being a great year for our
               company - 2002 we're anxious to get going. We're anxious to get
               the


                                       5



               deal done and John will touch on that in his section of the
               presentation but we're very optimistic and welcome the chance to
               tell you about it. John -

John Alchin:

               Thanks a lot, Steve. What I'd like to do just in wrapping this
               presentation up is to take a quick look at the consolidated
               numbers, spend a minute or two on both QVC and our content
               division, drill down into our balance sheet as it stands today,
               and give you a bit of a preview of what the combined balance
               sheet will look like pro forma for the merger with AT&T
               Broadband. Bottom line on a consolidated basis for last year all
               of our business including cable did extremely well reporting
               $9.9 billion of revenue up 10.2% over the previous year and
               12.3% growth in the operating cash flow finishing the year at
               $2.9 billion. I think Steve has given you a very solid preview
               of the various elements of the cable business. What I would
               emphasize just by way of wrap up is the outlook for this year -
               12 to 14% cash flow growth up from 12.1% last year and I think
               we've had a history that's been demonstrable of putting out
               very, very conservative guidance feeling very comfortable with
               the numbers. In the area of RGUs last year in cable we increased
               guidance a couple of times and still beat the numbers that we
               put out there. So we feel comfortable with the numbers that we
               have here for estimates in '02. In QVC just another great year
               last year and despite the tragedy of September 11 still a great
               quarter in the fourth quarter for QVC. They reported 24.4%
               growth in cash flow in the fourth quarter despite the disruption
               and being off the air. In the fourth quarter last year they had
               their best day ever on December 8 I believe it was - when they
               reported sales world wide of $80 billion - $80 million - sorry.
               This is the one time I'm not allowed to use billion and that
               momentum continues into the first quarter of this year. On
               January 24 they had another gold sales day - an event that they
               have a number of times through the year - $28 million worth of
               sales that day. The number of dollars sold is not as important
               as the number of new names - 5,200 new names, 334,000 units sold
               in that one day. Again, guidance for this year very consistent
               with what they reported last year - 16% increase in cash flow
               last year. Mid-teen outlook for 2002. They will continue to
               perform well. In the content sector we reported revenue up 17%
               to $743 million in cash flow up 45% on a pro forma basis to $189
               million. We expect mid teen growth here again with all segments
               performing well. E! reported 15% increase in subs last year to
               76 million. They'll continue to expand not just in the core
               channel but in their spin off channel style. They're currently
               in about 10 million homes - 15 million homes with contracts
               taking them over the next couple of years up to fully 40 million
               homes. Also the Golf Channel 19% increase in revenue to $130
               million and operating cash flow up 28% to $43 million. This is a
               channel currently in 46 million homes. We'll see further growth
               and despite softness in the advertising market they continue to
               be a niche advertiser sought out by households with incomes in
               excess of $75,000 so one of the most desirable segments to the
               advertising sector. With this type of performance then out of
               the various units one of the things we've seen on a consolidated
               basis as a company is a growing ability to generate free cash
               flow, the combination of increasing operating cash flow offset
               by decreasing capital expenditures. Last year as we show on the
               left hand side of the slide here was a peak year for investment
               across our various sectors, most notably in the cable sector
               with total capital expenditures of $2.2 billion - $1.85 of that
               $2.2 was invested in the cable plant to reach the levels of
               plant rebuild that Steve described in his part of the
               presentation. That meant that after paying all interest, taxes,
               and even after meeting the extraordinary amount of $140 million
               additional that we paid for the transition of Excite@home we are
               at about a break-even level. So about $100 million prior to that
               amount. As you look at Ray Katz's estimates for 2002 with the
               reduction in cable capital expenditures from 1.85 down to 1.3
               for the year and further augmented by increasing cash flow in
               line with that shown on the previous slide estimates for the
               year range right around the $800 million that Ray is estimating
               we'll generate for this year. When you look then at the balance
               sheet and the ratings that we have behind these numbers we
               finished the year last year with leverage of 3.6 times, an
               interest coverage of 4.0 times. This is - these numbers are
               solidly investment grade with maturities in the near term, very
               manageable - $450 million this year that will be met out of cash
               flow that's generated the $800 million of excess cash flow. And
               if we wanted to draw down we have unused lines of credit


                                       6



               amounting to $3.25 billion dollars and readily accessible
               investments in excess of $4 billion. Some of that stands behind
               - about $1.5 billion stands behind the zones security so $2.5
               billion of that is readily accessible. So that's the Comcast
               picture - very, very strong operational performance and very
               strong financial foundation. Let's then look forward to the AT&T
               Broadband merger. As Steve described what we're giving ourselves
               here is additional time to complete what we've already done any
               number of times. He gave specific examples of the 1.4 million
               AT&T subs that we integrated in 2001. What we're saying to
               ourselves here to be more conservative is rather than achieving
               the operational parity in a matter of 12 to 24 months we're
               saying that if we were to do this in a three year period
               following closing through the end of '05 and achieve margins
               that are more industry-like by the end of '05. This is not to
               say we can't do it any faster but if we were to do that and if
               we were to grow our own cable base at a very, very conservative
               number - this is not guidance. This is for illustrative purposes
               only of only 11% and if we were to achieve over that period of
               time through the end of 2005 synergies that scaled in over that
               time and reached only a peak of $500 million - we think that's
               readily achievable. Then we would have managed to grow cash flow
               each year - '02, '03, '04 and '05 at at least 20% across that
               entire period for each and every year. We think this is a very,
               very doable scenario. If we then look at that's what we can do
               operationally - again, what would the combined balance sheet
               look like? Again, just as with the parent level solidly
               investment grade. You may recall that under the terms of the
               deal we agreed to take in $25 billion of debt. Five of that we
               converted from debt from the preferred security that AT&T had
               issued to Microsoft, convert that to equity through the issuance
               of 115 million shares of the new entity. So right off the bat
               we've taken the burden away to the extent of $5 billion leaving
               us with a number of $20 billion to be added to our own debt
               number, net of the zones of $10 billion. This in relation to a
               consolidated cash flow number of almost $6 billion - $5.9
               billion if you look at the aggregate of the guidance from AT&T
               Broadband and ourselves $5.9 billion. You net from that number
               the assets that we have said repeatedly are non-strategic. The
               (inaudible) asset, our own AT&T shares, our own PCS shares that
               are not associated with our zone security and you come up with
               an opening balance sheet of 3.6 times debt to cash flow. This
               number de-leverages rapidly with very conservative assumptions
               in line with those shown on the previous slide into the mid 2
               range - 2.5 times debt to cash flow by 2004. If we move to the
               next slide the structure that we have decided to adopt to put in
               place the financing that's needed to meet the debt that will be
               required at close of the merger is illustrated in this
               particular schematic. What we've decided to do to equalize all
               credits, our own and those of the entities that we'll be
               acquiring under AT&T Broadband, namely Media One and AT&T
               Broadband LLC, the old TCI group is illustrated here with cross
               guarantees, up stream guarantees, and down stream guarantees
               from the new issuer which will be AT&T Comcast Corporation. As
               of Friday afternoon of last week we were successful in arranging
               the underwriting of $10 billion out of the $12.5 that will be
               needed at closing with a group of five underwriters. Included in
               that group are our three advisors, Morgan Stanley, Merrill
               Lynch, and J.P. Morgan Chase augmented by two additional
               co-underwriters B of A Securities and Citicorp SSB. So we have
               arranged 80% of the funds that will be needed at close. We
               estimate that the funding requirement at close would be
               somewhere around the 11 to 12 billion mark - could go as high as
               $14 billion if in fact additional bonds may be put to us at
               close. We will arrange the $12.5 billion and augment that with
               about $3.25 billion of availability that remains out of the part
               of the $4.5 billion existing bank facility, which will flow into
               the new issuer. So we'll have a total funding pool of about $16
               billion to meet what we think will be a realistic need in the
               $12 billion range that could grow as high as $14. Even if it
               grew to the high end of that range we have still $2 billion of
               additional availability. We feel very good about the fact that
               we've been able to put this in place in a marketplace that has
               been relatively tight for new issuers. There was tremendous
               interest in the early syndication part of this facility and
               we'll have the entire facility syndicated within a matter of
               about two to three weeks. I think with that we're ready to open
               the floor to any questions. (Pause)...No questions? Steve, we
               convinced them.


                                       7



Unknown:       This morning your merger partners made a presentation stressing
               quality of customer care and their intense level of interest in
               the business. And it seemed like they were installing in place
               an added management group, a positive management group in the
               old MediaOne. Number one - to what degree can you and do you -
               are you allowed to and can you and do you communicate with them?
               And number two - would you be happy if some of these people
               stayed or rather would you have your own people?

Steve Burke:   Well, it's an interesting thing. The day that Bill Schleyer and
               his group were appointed was a very bad day for us because we
               felt that that was a pretty firm indication that AT&T was going
               to try and go it alone. But in hindsight that was one of the
               best things that ever happened to us because it put in place a
               senior management team that looks at the world almost exactly
               the way we do. In answer to your question - how often do we
               speak to them? I speak to Bill Schleyer probably two times a day
               every day - weekends, weekdays. We talk all the time. In terms
               of the interaction - most of our interaction is post merger
               planning. It's very difficult for us to get and very dangerous
               for us from a regulatory point of view to get too intertwined
               too quickly nor do we think that's right. I mean the fact of the
               matter is Bill and Ron and that team know what they're doing and
               for us to come in and second guess them or in any way take the
               momentum away from the business we think would be unwise. We
               would hope that in that senior management team we could convince
               a good chunk of those people to stay with us. This is obviously
               a big undertaking and as many good people as we can find we're
               going to want. But we have nothing but praise for the direction
               they're taking. We've talked about things like how much they're
               going to spend on rebuilds. We've been cheerleaders when they
               were talking about taking some costs out of their centralized
               overhead in Denver. That's exactly what we would have done, so I
               think one way to look at it is we get twelve months of work done
               on the business that we would have done ourselves done with this
               team. And we would hope that they'd give us a chance and a good
               chunk of them would stay post deal. Is that it? Thank you very
               much.


                                       8




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These factors include, but are not limited to, risks and uncertainties set
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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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and other similar factors. Readers are referred to Comcast's most recent
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