[AT&T Logo Omitted]
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News Release

FOR RELEASE THURSDAY, OCTOBER 21, 2004

                   AT&T Announces Third-Quarter 2004 Earnings

   o  Consolidated revenue of $7.6 billion

   o  Third-quarter loss per diluted share of $8.95

   o  Adjusted earnings per diluted share of $0.75 - reflects lower depreciation
      due to asset impairment

BEDMINSTER, N.J. -- AT&T (NYSE: T) today reported a net loss of $7.1 billion, or
$8.95  per  diluted  share,  for  the  third  quarter  of  2004.  The  company's
current-quarter  net loss includes non-cash asset impairment charges, as well as
net  restructuring  and  other  charges.  This  compares  to net  income of $418
million,  or earnings per diluted share of $0.53,  in the third quarter of 2003,
which also included net restructuring and other charges.

Excluding the asset impairment and net restructuring and other charges and their
associated  tax benefits,  adjusted net income for the quarter was $593 million,
or adjusted  earnings  per diluted  share of $0.75.  This  includes an after-tax
benefit from lower depreciation of $331 million, or $0.42 per diluted share, due
to the asset  impairment  charges.  A  reconciliation  of reported  earnings per
diluted  share  to  adjusted  earnings  per  diluted  share is  provided  in the
appendices on page 11 of this document.

"Our  results  for  the  third  quarter  demonstrate   significant  progress  in
transforming  AT&T's cost  structure and  delivering a more  effective  business
model for the future,"  said David W.  Dorman,  AT&T's  Chairman  and CEO.  "Our
ongoing focus on customer  experience is generating  marked  improvements in our
overall service  metrics while our process and systems  investments are yielding
important productivity benefits for both AT&T and our customers."

AT&T reported  third-quarter  2004 consolidated  revenue of $7.6 billion,  which
included  $5.6 billion from AT&T  Business and $2.0 billion from AT&T  Consumer.
Consolidated revenue was flat sequentially, and declined 11.7 percent versus the
third quarter of 2003, primarily due to continued declines in long-distance (LD)
voice and data revenue.

AT&T's  third-quarter  2004  consolidated  operating  loss  was  $11.3  billion.
Excluding the asset  impairment  charges of $11.4 billion and net  restructuring
and other charges of $1.1 billion,  adjusted  operating income was $1.2 billion.
This  reflected  a  depreciation  benefit  of  $537  million  due to  the  asset
impairment  charges.  On an EBITDA  basis,  the  company  reported  consolidated
EBITDA,  excluding the asset impairment and net restructuring and other charges,
of $1.8 billion in the third quarter of 2004 and a margin of 24.1 percent.  This
compares to consolidated  EBITDA of $2.1 billion and a margin of 24.5 percent in
the  prior-year  third  quarter and $1.6 billion and a margin of 21.4 percent in
the second quarter of 2004,  both of which exclude net  restructuring  and other
charges.  In addition,  EBITDA for the third  quarter of 2003 included an access
expense adjustment of $125 million.


AT&T UNIT HIGHLIGHTS

AT&T Business

o    Revenue was $5.6  billion,  a decline of 10.4 percent  from the  prior-year
     third quarter.  Pricing  pressure and continued  declines in retail volumes
     negatively affected the unit's revenue performance.  On a sequential basis,
     the 0.6 percent increase in revenue was positively impacted by revenue from
     a customer  disconnect  of prepaid  network  capacity.  Without  this item,
     revenue  would  have been  flat,  reflecting  a  positive  impact of higher
     equipment sales.

o    Long-distance  voice  revenue  decreased  16.3 percent from the  prior-year
     third quarter,  driven by continued pricing pressure in both the retail and
     wholesale  businesses,  as well as a continued  decline in retail  volumes.
     Partially  offsetting  these  declines  was  an  increase  in  lower-priced
     wholesale  minutes.  Volumes were down slightly on a year-over-year  basis,
     due to a decline in retail  volumes  largely  offset by growth in wholesale
     volumes.

o    Local voice  revenue grew 3.3 percent from the  prior-year  third  quarter.
     Local  access  lines  totaled  nearly 4.7 million at the end of the current
     period, representing an increase of nearly 56,000 lines from the end of the
     second quarter of 2004.

o    Data  revenue  declined  9.7 percent  from the  prior-year  third  quarter.
     Revenue  was  negatively  affected  by pricing  pressure,  weak  demand and
     technology  migration.  On a sequential  basis,  data revenue increased 0.2
     percent. Data revenue was positively impacted by the customer disconnect of
     prepaid  network  capacity.  Without the impact of this item,  data revenue
     would have declined slightly sequentially.

o    IP&E-services  revenue grew 6.8 percent over the prior-year  third quarter.
     The  year-over-year  growth was  primarily  driven by  strength in advanced
     services, including Enhanced Virtual Private Network and IP-enabled frame.

o    Outsourcing,  professional  services and other revenue declined 9.7 percent
     from the prior-year third quarter due to terminating  outsourcing contracts
     and customers  reducing scope,  partially  offset by strength in government
     professional  services and equipment sales.  Excluding equipment sales, the
     year-over-year  decline was 14.0 percent.  On a sequential  basis,  revenue
     increased by 8.1 percent.  Excluding equipment sales, revenue increased 3.0
     percent sequentially.

o    AT&T Business EBITDA,  excluding the asset impairment and net restructuring
     and other  charges,  was $1.4 billion for the current  quarter,  yielding a
     margin  of  24.3%.  This  compares  with  EBITDA  of  $1.6  billion  in the
     prior-year third quarter, yielding a margin of 25.8%.

o    The  third-quarter  operating  loss  was  $11.1  billion,  including  asset
     impairment charges of $11.3 billion and net restructuring and other charges
     of $529 million primarily related to employee separations.  Excluding these
     charges,  adjusted operating income was $764 million,  yielding an adjusted
     margin of 13.5 percent.

o    The  adjusted   operating  income,   excluding  asset  impairment  and  net
     restructuring  and other charges,  includes a depreciation  benefit of $527
     million due to the asset impairment charge.

o    As a result of the third-quarter asset impairment  charges,  AT&T Business'
     network-related  charges to AT&T  Consumer  decreased by $28 million.  This
     resulted in a reduction of AT&T Business'  profitability and an increase in
     AT&T Consumer's profitability, which is eliminated upon consolidation.

o    Adjusting for the impacts of the asset impairment charges, operating income
     was $265 million, yielding an operating margin of 4.7 percent.

o    Capital  expenditures  for the quarter were $391  million as AT&T  Business
     continued  to invest in its  network and  systems to drive  continued  cost
     efficiencies and expand its customer-focused networking capabilities.

o    During the third  quarter,  a number of sizable  customer wins and contract
     extensions  were  signed  with  companies  including  Ford  Motor  Company,
     Continental Airlines,  Elizabeth Arden, Siemens AG, the American Automobile
     Association and  participating  member companies of the Blue Cross and Blue
     Shield Association, among many others.

o    Looking  forward,  the  company  commented  that the  business  environment
     continues  to be very  challenging.  In the  fourth  quarter  of 2004,  the
     company  expects  the  normal  impact of  seasonality,  as well as  ongoing
     pricing  pressure,  to  negatively  impact  sequential  revenue  and margin
     results.

AT&T Consumer

o    Revenue was $2.0 billion,  a decline of 15.2 percent  versus the prior-year
     third quarter,  driven by lower  standalone LD voice revenue as a result of
     the continued impact of competition, wireless and Internet substitution and
     customer migration to lower-priced  products,  partially offset by targeted
     price increases.

o    Third-quarter operating income was $281 million, including asset impairment
     charges of $59  million  and net  restructuring  and other  charges of $129
     million primarily related to employee separations. Excluding these charges,
     adjusted  operating  income  was $469  million,  yielding  a margin of 23.7
     percent.

o    The adjusted  operating  income,  excluding  the asset  impairment  and net
     restructuring  and other charges,  includes a  depreciation  benefit of $10
     million due to the asset impairment charges.

o    As a result of the third-quarter asset impairment charges,  AT&T Consumer's
     network-related  charges from AT&T Business decreased by $28 million.  This
     resulted in a reduction of AT&T Business'  profitability and an increase in
     AT&T Consumer's profitability, which is eliminated upon consolidation.

o    Adjusting for the impacts of the asset impairment charges, operating income
     was $431 million, yielding an operating margin of 21.8 percent.

o    On a sequential basis, much of the operating margin  improvement was driven
     by the reduction in the company's sales and marketing expenses. The company
     expects to generate  approximately  $700 million in  annualized  savings by
     shifting its focus away from traditional services.

o    As of September 30, 2004, AT&T Consumer  offered its residential  VoIP AT&T
     CallVantageSM  Service in 170 major markets  throughout the U.S.  (covering
     62% of U.S.  households).  The company also announced  retail  distribution
     partnerships with retail outlets Amazon, Circuit City and Best Buy.

o    At the  end of the  third  quarter,  AT&T  Consumer  had  over  26  million
     stand-alone LD and bundled customers.


OTHER CONSOLIDATED FINANCIAL HIGHLIGHTS

o    The third-quarter  consolidated operating loss was $11.3 billion, including
     asset impairment  charges of $11.4 billion and net  restructuring and other
     charges  of  $1.1  billion  primarily  related  to  employee   separations.
     Excluding  these  charges,  adjusted  operating  income  was $1.2  billion,
     yielding a margin of 15.6 percent.

o    The adjusted  operating  income,  excluding  the asset  impairment  and net
     restructuring  and other charges,  includes a depreciation  benefit of $537
     million  due  to the  asset  impairment  charge.  Excluding  this  benefit,
     operating  income was $657  million,  yielding an  operating  margin of 8.6
     percent.

o    The asset  impairment  charge for the  quarter of $11.4  billion  primarily
     reflects a decrease in the fair value of property,  plant and equipment and
     internal-use  software.  The  decrease  reflects  the  impact of  sustained
     pricing pressure and evolution of services toward newer technologies in the
     business market as well as changes in the regulatory environment, which led
     to a shift away from traditional consumer services.

o    Primarily  as a result  of the  asset  impairment  charges,  the  company's
     deferred tax liability was reduced by $4.3 billion.  The impairment charges
     will not impact the timing or magnitude of future tax payments.

o    Net  restructuring  and other charges for the quarter were $1.1 billion and
     primarily  consisted  of  employee  separation  costs  related to both AT&T
     Business  and  AT&T  Consumer,  including  $339  million  of  benefit  plan
     curtailment costs. The curtailment  portion of the restructuring  charge is
     recorded in "Corporate and Other."

o    The company anticipates that its 2004 workforce-reduction target of greater
     than 20 percent will result in  annualized  cost  savings of  approximately
     $1.2 billion.

o    AT&T  repurchased $420 million of U.S.  dollar- and  Euro-denominated  debt
     during the third quarter,  which resulted in a loss of $27 million recorded
     in other (expense) income.

o    Free cash flow was $1.1 billion for the quarter.  Free cash flow is defined
     as cash flows  provided by operating  activities  of $1.5 billion less cash
     used for capital expenditures and other additions of $0.4 billion.

o    AT&T  ended  the  quarter  with net debt of $7.0  billion,  a $0.9  billion
     decrease from the end of the second quarter of 2004. Net debt is defined as
     total debt of $10.5 billion less cash of $2.6 billion,  restricted  cash of
     $0.5 billion and net foreign debt fluctuations of $0.4 billion.

o    During the third  quarter  of 2004,  AT&T  generated  EBITDA  less  capital
     expenditures  (excluding asset impairment and net  restructuring  and other
     charges) of $1.4 billion, bringing the year-to-date total to $3.8 billion.


GUIDANCE

o    The    company    announced    that    it    expects    to    exceed    its
     EBITDA-less-capital-expenditures  target for the full year, as it continues
     to  effectively  manage  costs.  AT&T is  reiterating  or updating its 2004
     financial guidance as follows:

     o    Reiteration of capital expenditures of approximately $1.8 billion

     o    Consolidated    EBITDA-less-capital-expenditures    (excluding   asset
          impairment and net  restructuring  and other charges) target of around
          $4.8 billion

     o    AT&T  Consumer  fourth-quarter  2004  operating  margin  of  around 20
          percent

DEFINITIONS and NOTES
AT&T Business

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 revenue (and eliminations) not previously defined.

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

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.

Other Definitions and Notes

EBITDA - Earnings  before  interest,  taxes,  depreciation  and  amortization is
calculated as operating income plus depreciation and amortization.

Restricted cash - $0.5 billion of cash that  collateralizes a portion of private
debt and is included in "other current 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 $0.4
billion at  September  30,  2004,  on  non-U.S.  denominated  debt of about $1.5
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  current  assets" and "other assets" on the
balance sheet.




                                     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,

                                                                                  2004          2003             2004          2003
                                                                                                               

     REVENUE (1)
     AT&T Business                                                             $ 5,645       $ 6,301         $ 17,128      $ 19,188
     AT&T Consumer                                                               1,980         2,334            6,098         7,202
     Corporate and Other                                                            13            14               38            40
                                                                               ----------------------     --------------------------
     Total Revenue                                                               7,638         8,649           23,264        26,430

     OPERATING EXPENSES
     Access and other connection                                                 2,411         2,785            7,530         8,191
     Costs of services and products                                              1,783         1,954            5,406         5,923
     Selling, general and administrative                                         1,603         1,793            5,110         5,551
     Depreciation and amortization                                                 647         1,224            3,128         3,607
     Asset impairment and net restructuring and other charges                   12,469            64           12,736           134
                                                                               ----------------------     --------------------------
     Total operating expenses                                                   18,913         7,820           33,910        23,406

     Operating (loss) income                                                   (11,275)          829          (10,646)        3,024
     Other (expense) income, net                                                   (34)           (7)            (172)           89
     Interest (expense)                                                           (192)         (289)            (611)         (917)
                                                                               ----------------------     --------------------------

     (Loss) income from continuing operations before income taxes, minority
     interest income and net earnings (losses) related to equity investments   (11,501)          533          (11,429)        2,196

     Benefit (provision) for income taxes                                        4,384           (72)           4,723          (677)
     Minority interest income                                                        -             -                1             1
     Net earnings (losses) related to equity investments                             2            (3)               2             3
                                                                               ----------------------     --------------------------
     (Loss) income from continuing operations                                   (7,115)          458           (6,703)        1,523
     (Loss) from discontinued operations - net of income taxes                       -           (13)               -           (13)
                                                                               ----------------------     --------------------------
     (Loss) income before cumulative effect of accounting change                (7,115)          445           (6,703)        1,510
     Cumulative effect of accounting change - net of income taxes                    -           (27)               -            15
                                                                               ----------------------     --------------------------
     Net (loss) income                                                        $ (7,115)        $ 418         $ (6,703)      $ 1,525
                                                                               ======================     ==========================

     Weighted-average common shares (millions)                                     795           789              794           787

     Weighted-average common shares and potential common shares (millions)         795           791              794           788

     PER BASIC SHARE:
     (Loss) earnings from continuing operations                                $ (8.95)       $ 0.58          $ (8.44)       $ 1.94
     (Loss) from discontinued operations                                       $     -        $(0.02)         $     -        $(0.02)
     Cumulative effect of accounting change                                    $     -        $(0.03)         $     -        $ 0.02
                                                                               ----------------------     --------------------------
     (Loss) earnings per basic share                                           $ (8.95)       $ 0.53          $ (8.44)       $ 1.94
                                                                               ======================     ==========================

     PER DILUTED SHARE:
     (Loss) earnings from continuing operations                                $ (8.95)       $ 0.58          $ (8.44)       $ 1.93
     (Loss) from discontinued operations                                       $     -        $(0.02)         $     -        $(0.01)
     Cumulative effect of accounting change                                    $     -        $(0.03)         $     -        $ 0.02
                                                                               ----------------------     --------------------------
     (Loss) earnings per diluted share                                         $ (8.95)       $ 0.53          $ (8.44)       $ 1.94
                                                                               ======================     ==========================

     Dividends declared per share                                              $0.2375       $0.2375          $0.7125       $0.6125

<FN>
  (1)Prior period amounts have been restated to reflect the transfer of the remaining payphone business from AT&T Consumer to AT&T
     Business.
</FN>




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

                                                           3Q04     2Q04      1Q04      4Q03     3Q03      2Q03      1Q03      2003
                                                                                                   
     REVENUE (1)
     AT&T Business                                      $ 5,645  $ 5,611   $ 5,872   $ 5,887  $ 6,301   $ 6,428   $ 6,459  $ 25,075
     AT&T Consumer                                        1,980    2,011     2,107     2,198    2,334     2,354     2,514     9,400
     Corporate and Other                                     13       14        11        14       14        13        13        54
     Total revenue                                        7,638    7,636     7,990     8,099    8,649     8,795     8,986    34,529

     OPERATING EXPENSES
     Access and other connection                          2,411    2,481     2,638     2,606    2,785     2,708     2,698    10,797
     Costs of services and products                       1,783    1,759     1,864     1,702    1,954     1,958     2,011     7,625
     Selling, general and administrative                  1,603    1,763     1,744     1,828    1,793     1,837     1,921     7,379
     Depreciation and amortization                          647    1,231     1,250     1,263    1,224     1,197     1,186     4,870
     Asset impairment and net restructuring
       and other charges                                 12,469       54       213        67       64        66         4       201
     Total operating expenses                            18,913    7,288     7,709     7,466    7,820     7,766     7,820    30,872

     Operating (loss) income                            (11,275)     348       281       633      829     1,029     1,166     3,657

     Other (expense) income, net                            (34)      36      (174)      102       (7)       86        10       191
     Interest (expense)                                    (192)    (191)     (228)     (241)    (289)     (296)     (332)   (1,158)
     (Loss) income from continuing operations
     before income taxes, minority interest income
     and net earnings (losses) related to equity
     investments                                        (11,501)     193      (121)      494      533       819       844     2,690

     Benefit (provision) for income taxes                 4,384      (87)      426      (139)     (72)     (308)     (297)     (816)
     Minority interest income                                 -        1         -         -        -         -         1         1
     Net earnings (losses) related to equity
     investments                                              2        1        (1)      (15)      (3)       25       (19)      (12)
     (Loss) income from continuing operations            (7,115)     108       304       340      458       536       529     1,863
     (Loss) from discontinued operations - net of
     income taxes                                             -        -         -         -      (13)        -         -       (13)
     (Loss) income before cumulative effect of
     accounting changes                                  (7,115)     108       304       340      445       536       529     1,850
     Cumulative effect of accounting changes, net
     of income taxes                                          -        -         -         -      (27)        -        42        15
     Net (loss) income                                 $ (7,115)   $ 108     $ 304     $ 340    $ 418     $ 536     $ 571    $1,865

     Weighted-average common shares (millions)              795      794       793       791      789       787       784       788
     Weighted-average common shares and potential
     common shares (millions)                               795      797       796       793      791       787       785       789

     PER BASIC SHARE:
     (Loss) earnings from continuing operations         $ (8.95)  $ 0.14    $ 0.38    $ 0.43   $ 0.58    $ 0.68    $ 0.67    $ 2.37
     (Loss) from discontinued operations                      -        -         -         -    (0.02)        -         -     (0.02)
     Cumulative effect of accounting changes                  -        -         -         -    (0.03)        -      0.06      0.02
     (Loss) earnings per basic share                    $ (8.95)  $ 0.14    $ 0.38    $ 0.43   $ 0.53    $ 0.68    $ 0.73    $ 2.37

     PER DILUTED SHARE:
     (Loss) earnings from continuing operations         $ (8.95)  $ 0.14    $ 0.38    $ 0.43   $ 0.58    $ 0.68    $ 0.67    $ 2.36
     (Loss) from discontinued operations                      -        -         -         -    (0.02)        -         -     (0.02)
     Cumulative effect of accounting changes                  -        -         -         -    (0.03)        -      0.06      0.02
     (Loss) earnings per diluted share                  $ (8.95)  $ 0.14    $ 0.38    $ 0.43   $ 0.53    $ 0.68    $ 0.73    $ 2.36

<FN>
  (1)Prior period amounts have been restated to reflect the transfer of the remaining payphone business from AT&T Consumer to AT&T
     Business.
</FN>




                                               AT&T Corp. Historical Segment Data (Unaudited)
                                                             Dollars in millions
                                                                                                   

                                                            3Q04     2Q04      1Q04     4Q03      3Q03     2Q03     1Q03       2003
     AT&T Business (1)
      LD Voice                                           $ 2,364  $ 2,386   $ 2,613  $ 2,501   $ 2,820  $ 2,895  $ 2,983   $ 11,199
      Local Voice                                            390      404       389      386       379      384      335      1,484
      Total Voice                                          2,754    2,790     3,002    2,887     3,199    3,279    3,318     12,683

      Data Services (2)                                    1,693    1,690     1,715    1,846     1,875    1,943    1,956      7,620
      IP&E-Services (2)                                      587      565       553      554       550      509      489      2,102
      Total Data and IP&E-Services                         2,280    2,255     2,268    2,400     2,425    2,452    2,445      9,722

      Outsourcing, Professional Services
      & Other                                                611      566       602      600       677      697      696      2,670

      Total revenue                                        5,645    5,611     5,872    5,887     6,301    6,428    6,459     25,075
      Operating (loss) income(3) (7)                     (11,095)     152        83      282       413      601      599      1,895
      Operating margin                                   (196.5%)    2.7%      1.4%     4.8%      6.6%     9.3%     9.3%       7.6%
      Capital expenditures(8)                                391      463       470      740       995      763      636      3,134
      Depreciation & amortization (7)                        610    1,176     1,192    1,200     1,162    1,133    1,126      4,621

      Total Data and IP&E-Services -
      % managed (2)                                          32%      32%       32%      32%       32%      31%      30%        31%
      Total Data and IP&E-Services -
      % international                                        15%      15%       15%      14%       14%      14%      14%        14%
      LD volume growth - yr/yr                               -2%       0%        2%       7%       15%      12%      12%        11%
      LD volume % wholesale                                  56%      54%       54%      53%       51%      47%      45%        50%
- ------------------------------------------------------------------------------------------------------------------------------------
     AT&T Consumer (1)
      Standalone LD, Transactional and
      Other Services                                     $ 1,256  $ 1,327   $ 1,462  $ 1,604   $ 1,813  $ 1,894  $ 2,090    $ 7,401
      Bundled Services                                       724      684       645      594       521      460      424      1,999
      Total revenue                                        1,980    2,011     2,107    2,198     2,334    2,354    2,514      9,400
      Operating income(4) (7)                                281      240       371      435       503      485      633      2,056
      Operating margin                                     14.2%    11.9%     17.6%    19.8%     21.6%    20.6%    25.2%      21.9%
      Capital expenditures                                     9       15        13       19        14       19       22         74
      Depreciation & amortization (7)                         15       33        32       35        35       36       35        141

      Local customers (in thousands)                       4,477    4,677     4,364    3,950     3,547    3,130    2,778      3,950
- ------------------------------------------------------------------------------------------------------------------------------------
     Corporate and Other (1)
      Revenue                                               $ 13     $ 14      $ 11     $ 14      $ 14     $ 13     $ 13       $ 54
      Operating (loss)(5)                                   (461)     (44)     (173)     (84)      (87)     (57)     (66)      (294)
      Capital expenditures(8)                                  6        2         2       13       198        8        4        223
      Depreciation & amortization                             22       22        26       28        27       28       25        108
- ------------------------------------------------------------------------------------------------------------------------------------
     Total AT&T
      Revenue                                            $ 7,638  $ 7,636   $ 7,990  $ 8,099   $ 8,649  $ 8,795  $ 8,986   $ 34,529
      Operating (loss) income(6)                         (11,275)     348       281      633       829    1,029    1,166      3,657
      Operating margin                                   (147.6%)    4.6%      3.5%     7.8%      9.6%    11.7%    13.0%      10.6%
      Capital expenditures(8)                                406      480       485      772     1,207      790      662      3,431
      Depreciation & amortization (7)                        647    1,231     1,250    1,263     1,224    1,197    1,186      4,870

<FN>
  (1) Prior period amounts have been restated to reflect the transfer of the remaining payphone business from AT&T Consumer to AT&T
      Business.
  (2) Prior period amounts have been restated to reflect the division of international managed services revenue into Data Services
      and IP&E-Services, consistent with the classifications of domestic managed services.  This reclassification had no impact on
      "Total Data and IP&E-Services revenue," or total revenue.
  (3) Includes asset impairment and net restructuring and other (charges) of ($11,859M) in 3Q04, ($52M) in 2Q04, ($91M) in 1Q04,
      ($33M) in 4Q03, ($53M) in 3Q03, ($47M) in 2Q03 and ($4M) in 1Q03, totaling ($137M) in 2003.
  (4) Includes asset impairment and net restructuring and other (charges) of ($188M) in 3Q04, ($1M) in 1Q04, ($17M) in 4Q03, ($4M)
      in 3Q03 and ($5M) in 2Q03, totaling ($26M) in 2003.
  (5) Includes asset impairment and net restructuring and other (charges) of ($422M) in 3Q04, ($2M) in 2Q04, ($121M) in 1Q04, ($17M)
      in 4Q03, ($7M) in 3Q03 and ($14M) in 2Q03, totaling ($38M) in 2003.
  (6) Includes asset impairment and net restructuring and other (charges) of ($12,469M) in 3Q04, ($54M) in 2Q04, ($213M) in 1Q04,
      ($67M) in 4Q03, ($64M) in 3Q03, ($66M) in 2Q03 and ($4M) in 1Q03, totaling ($201M) in 2003.
  (7) As a result of the third-quarter 2004 asset impairment charge, third-quarter depreciation and amortization expense for AT&T
      Business and AT&T Consumer decreased by $527 million and $10 million, respectively.  In addition, as a result of the transport
      service arrangement between AT&T Business and AT&T Consumer, network-related charges from AT&T Business (recorded as
      contra-expense) to AT&T Consumer were reduced by $28 million for the third quarter as a result of the lower depreciation and
      amortization expense recorded by AT&T Business.  This resulted in a reduction in AT&T Business' operating income and an
      increase in AT&T Consumer's operating income.
  (8) Includes $433M in 3Q03 related to the adoption of FIN 46 of which $241M is included in Business and $192M is included in
      Corporate and Other.
</FN>




                                   AT&T Corp. Consolidated Balance Sheets (Unaudited)
                                                   Dollars in millions

                                                                               September 30,         December 31,
                                                                                    2004                 2003
                                                                                                        
      ASSETS
      Cash and cash equivalents                                                          $ 2,627              $ 4,353
      Accounts receivable, less allowances of $589 and $579                                3,516                4,036
      Deferred income taxes                                                                1,098                  715
      Other current assets                                                                 1,278                  744
                                                                               ---------------------------------------
       Total Current Assets                                                                8,519                9,848

      Property, plant and equipment, net of accumulated
       depreciation of $1,155 and $34,300                                                 11,654               24,376
      Goodwill                                                                             4,778                4,801
      Other purchased intangible assets, net of accumulated amortization
       of $396 and $320                                                                      394                  499
      Prepaid pension costs                                                                3,939                3,861
      Other assets                                                                         2,707                4,603
                                                                               ---------------------------------------
      TOTAL ASSETS                                                                      $ 31,991             $ 47,988
                                                                               =======================================

      LIABILITIES
      Accounts payable and accrued expenses                                              $ 2,586              $ 3,256
      Compensation and benefit-related liabilities                                         2,215                1,783
      Debt maturing within one year                                                        1,582                1,343
      Other current liabilities                                                            2,246                2,501
                                                                               ---------------------------------------
       Total Current Liabilities                                                           8,629                8,883

      Long-term debt                                                                       8,881               13,066
      Long-term compensation and benefit-related liabilities                               3,947                3,528
      Deferred income taxes                                                                1,138                5,395
      Other long-term liabilities and deferred credits                                     2,929                3,160
                                                                               ---------------------------------------
       Total Liabilities                                                                  25,524               34,032
                                                                               ---------------------------------------

      SHAREOWNERS' EQUITY
      Common Stock, $1 par value, authorized 2,500,000,000 shares;
       issued and outstanding  795,590,783 shares (net of 171,983,367
       treasury shares) at September 30, 2004 and 791,911,022 shares (net
       of 172,179,303 treasury shares) at December 31, 2003                                  796                  792
      Additional paid-in capital                                                          27,287               27,722
      Accumulated deficit                                                                (21,414)             (14,707)
      Accumulated other comprehensive (loss) income                                         (202)                 149
                                                                               ---------------------------------------
       Total Shareowners' Equity                                                           6,467               13,956
                                                                               ---------------------------------------

      TOTAL LIABILITIES & SHAREOWNERS' EQUITY                                           $ 31,991             $ 47,988
                                                                               =======================================




                               AT&T Corp. Consolidated Statements of Cash Flows (Unaudited)
                                                  Dollar in millions

                                                                                                    Nine Months Ended
                                                                                                       September 30,
                                                                                                    2004          2003
                                                                                                          
     Operating Activities
     Net (loss) income                                                                           $ (6,703)      $ 1,525
     Deduct:
       Loss from discontinued operations - net of income taxes                                          -           (13)
       Cumulative effect of accounting change - net of income taxes                                     -            15
                                                                                            ----------------------------
     (Loss) income before cumulative effect of accounting change                                   (6,703)        1,523

     Adjustments to reconcile income before cumulative effect of accounting
      change to net cash provided by operating activities:
       Net gains on sales of businesses and investments                                               (16)          (51)
       Loss on early extinguishment of debt                                                           301            85
       Asset impairment, net restructuring and other charges                                       12,662            87
       Depreciation and amortization                                                                3,128         3,607
       Provision for uncollectible receivables                                                        371           588
       Deferred income taxes                                                                       (4,451)        1,105
       Net pretax losses related to equity investments                                                 (4)          (28)
       Decrease in receivables                                                                        178           231
       (Decrease) in accounts payable and accrued expenses                                           (488)         (428)
       Net change in other operating assets and liabilities                                          (839)          443
       Other adjustments, net                                                                        (128)          (49)
                                                                                            ----------------------------
     Net Cash Provided by Operating Activities of Continuing Operations                             4,011         7,113
                                                                                            ----------------------------

     Investing Activities
     Capital expenditures and other additions                                                      (1,459)       (2,413)
     Proceeds from sale or disposal of property, plant and equipment                                   58           134
     Investment distributions and sales                                                                37           120
     Net dispositions (acquisitions) of businesses, net of cash disposed/acquired                       8          (158)
     Decrease (increase) in restricted cash                                                             7           (22)
     Other investing activities, net                                                                    9           (50)
                                                                                            ----------------------------
     Net Cash (Used in) Investing Activities of Continuing Operations                              (1,340)       (2,389)
                                                                                            ----------------------------

     Financing Activities
     Retirement of long-term debt, including redemption premiums                                   (3,711)       (4,576)
     (Decrease) in short-term borrowings, net                                                        (511)       (1,263)
     Issuance of AT&T common shares                                                                    45            92
     Dividends paid on common stock                                                                  (565)         (442)
     Other financing activities, net                                                                  345           202
                                                                                            ----------------------------
     Net Cash (Used in) Financing Activities of Continuing Operations                              (4,397)       (5,987)
                                                                                            ----------------------------

     Net (decrease) in cash and cash equivalents                                                   (1,726)       (1,263)
     Cash and cash equivalents at beginning of year                                                 4,353         8,014
                                                                                            ----------------------------
     Cash and Cash Equivalents at End of Period                                                   $ 2,627       $ 6,751
                                                                                            ============================



AT&T Corp. Reconciliation of Non-GAAP Measures

AT&T is providing  information on net debt,  EBITDA and related margins,  EBITDA
less  capital  expenditures  and free cash  flows  because  these  measures  are
commonly used by the  investment  community  for  evaluation  purposes.  AT&T is
providing  information on adjusted  operating  income and related margins due to
the magnitude of the asset  impairment and net  restructuring  and other charges
taken during the quarter and the  distortion  they have on reported  results and
trends.  Net debt,  adjusted  operating  income,  EBITDA,  EBITDA  less  capital
expenditures and free cash flows should be considered in addition to, but not in
lieu of, other measures of liquidity,  profitability  and cash flows reported in
accordance with generally accepted accounting principles. Additionally, they may
not be comparable to similarly captioned measures reported by other companies.


Net (Loss) Income and Earnings Per Share

                                            For the three months ended   For the three months ended   For the three months ended
     (dollars in millions, except per           September 30, 2003             June 30, 2004               September 30, 2003
     share amounts)
                                               Net (loss) income    EPS       Net income       EPS      Net income       EPS
                                                                                                      
      Reported (loss) earnings                     ($7,115)       ($8.95)        $108         $0.14        $418         $0.53

      Adjustments:
      Add:
        Net restructuring and other charges            668          0.84           33          0.04          40          0.05
        Asset impairment charges                     7,040          8.86            -             -           -             -
                                              ------------ ------------- ------------ ------------- -----------  ------------
        Subtotal - adjusted earnings                  $593         $0.75         $141         $0.18        $458         $0.58
                                              ------------ ------------- ------------ ------------- -----------  ------------
      Less:
        Depreciation benefit                          (331)        (0.42)           -             -           -             -
                                               ------------ ------------- ------------ ------------- -----------  ------------
      Adjusted earnings, excluding
      depreciation benefit                            $262         $0.33         $141         $0.18        $458         $0.58
                                               ============ ============= ============ ============= ===========  ============



Operating Income


     (dollars in millions)                                   For the three months ended September 30, 2004

                                                 AT&T Business      AT&T Consumer     Corp. and Other    Consolidated
                                                                                          
     Reported operating (loss) income and
     margin                                    ($11,095)  (196.5%)    $281    14.2%    ($461)     NMF  ($11,275)  (147.6%)

     Adjustments:
     Add:
       Net restructuring and other charges          529                129               422              1,080
       Asset impairment charges                  11,330                 59                 -             11,389
                                                --------          ---------          --------          ---------
       Subtotal - adjusted operating income
       (loss) and margin                           $764    13.5%      $469    23.7%     ($39)     NMF    $1,194   15.6%
                                                --------          ---------          --------          ---------
     Less:
       Depreciation benefit, including
       impact of transport agreeement (1)          (499)               (38)                -               (537)
                                                --------          ---------          --------          ---------

     Adjusted operating income (loss) and
     margin excluding depreciation benefit         $265     4.7%      $431    21.8%     ($39)     NMF      $657    8.6%
                                                ========          =========          ========          =========

<FN>
(1) As a result of the third-quarter 2004 asset impairment charge, third-quarter depreciation  and  amortization  expense  for AT&T
Business  and AT&T  Consumer decreased  by $527  million and $10 million,  respectively.  In  addition,  as a result of the
transport  service  arrangement  between  AT&T  Business and AT&T Consumer,    network-related   charges   from   AT&T   Business
(recorded   as contra-expense)  to AT&T  Consumer  were  reduced by $28  million  for the third quarter as a result of the lower
depreciation and amortization  expense recorded by AT&T  Business.  This  resulted in a reduction  in AT&T  Business'  operating
income and an increase in AT&T Consumer's operating income.
</FN>


AT&T Corp. Reconciliation of Non-GAAP Measures, continued


            EBITDA, Excluding Asset Impairment and Net Restructuring and Other Charges, to Net Income

                (dollars in millions)                                            For the three months ended:

                                                                      September 30,        June 30,          September 30,
                                                                          2004               2004                 2003
                                                                                                           
                EBITDA margin (1)                                             24.1%              21.4%               24.5%

                EBITDA (1)                                                   $1,841             $1,633              $2,117
                Depreciation and amortization                                  (647)            (1,231)             (1,224)
                Net restructuring and other charges                          (1,080)               (54)                (64)
                Asset impairment charges                                    (11,389)                 -                   -

                                                                  ------------------ ------------------   -----------------
                Subtotal operating (loss) income                           ($11,275)              $348                $829
                                                                  ------------------ ------------------   -----------------
                Other (expense) income, net                                     (34)                36                  (7)
                Interest (expense)                                             (192)              (191)               (289)
                Benefit (provision) for income taxes                          4,384                (87)                (72)
                Minority interest income                                          -                  1                   -
                Net (losses) income related to equity investments                 2                  1                  (3)

                                                                  ------------------ ------------------   -----------------
                Net (loss) income from continuing operations                ($7,115)              $108                $458
                                                                  ------------------ ------------------   -----------------
                Net (loss) from discontinued operations                           -                  -                 (13)
                Cumulative effect of accounting change                            -                  -                 (27)
                                                                  ------------------ ------------------   -----------------

                Net (loss) income                                           ($7,115)              $108                $418
                                                                  ================== ==================   =================

<FN>
            (1) Excluding asset impairment and net restructuring and other charges
</FN>


AT&T Business EBITDA, Excluding Asset Impairment and Net Restructuring and Other
Charges, to Operating (Loss) Income


     (dollars in millions)                                                         For the three months ended:
                                                                           September 30, 2004         September 30, 2003
                                                                                                         
     EBITDA and margin (1)                                                     $1,374     24.3%           $1,628     25.8%
     Impact of transport agreement                                                 28                          -
     EBITDA and margin (1) excluding impact of transport agreement (2)         $1,402     24.8%           $1,628     25.8%
     Depreciation and amortization                                               (610)                    (1,162)
     Net restructuring and other charges                                         (529)                       (53)
     Asset impairment charges, net of impact of transport agreement (2)       (11,358)                         -

                                                                           -----------                -----------
     Operating (loss) income and margin                                      ($11,095)  (196.5%)            $413      6.6%
                                                                           -----------                -----------

<FN>
(1) Excluding asset impairment and net restructuring and other charges.

(2) As a result of the third-quarter 2004 asset impairment charge, third-quarter depreciation and amortization expense for AT&T
    Business and AT&T Consumer decreased by $527 million and $10 million, respectively.  In addition, as a result of the transport
    service arrangement between AT&T Business and AT&T Consumer, network-related charges from AT&T Business (recorded as
    contra-expense) to AT&T Consumer were reduced by $28 million for the third quarter as a result of the lower depreciation and
    amortization expense recorded by AT&T Business.  This resulted in a reduction in AT&T Business' operating income and an increase
    in AT&T Consumer's operating income.
</FN>


AT&T Corp. Reconciliation of Non-GAAP Measures, continued


EBITDA, Excluding Asset Impairment and Net Restructuring and Other Charges, Less Capital Expenditures
to Cash Provided by Operating Activities:

                                                         For the three months    For the nine months
      (dollars in millions)                                     ended                  ended              For the year ended
                                                          September 30, 2004      September 30, 2004      December 31, 2004
                                                                                                        (dollars in billions)
                                                                                                         (all projected numbers
                                                                                                          are approximate)
                                                                                                        

      EBITDA (1) less capital expenditures                             $1,435                  $3,847                    $4.8
      Add capital expenditures                                            406                   1,371                     1.8
                                                         ---------------------   ---------------------  ----------------------
      EBITDA (1)                                                       $1,841                  $5,218                    $6.6
                                                                                                        ----------------------

      Other cash (expenses) receipts (2)                                 (112)                   (483)           (1.3) - (1.2)
      Changes in working capital and other
         operating assets & liabilities                                  (181)                   (724)           (0.4) - (0.3)

                                                         ---------------------   ---------------------  ----------------------
      Cash provided by operating activities                            $1,548                  $4,011             4.9  -  5.0
                                                         =====================   =====================  ======================

<FN>
(1) Excluding asset impairment and net restructuring and other charges

(2) Other cash expenses primarily include taxes, interest expense and net restructuring and other charge payments.
</FN>


Net Debt

      Net debt is defined as total debt, less cash, restricted cash and net
      foreign debt fluctuations:


      (dollars in millions)                                                      September 30, 2004
                                                                                         


      Total debt                                                                            $10,463
      Less: Cash                                                                              2,627
               Restricted cash                                                                  494
               Foreign debt fluctuations                                                        360
                                                                            ------------------------
      Net debt                                                                               $6,982
                                                                            ========================




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
888-428-4473  to  access  the  call.  Callers  outside  the U.S.  should  dial +
1-651-291-0561.

In addition, Internet rebroadcasts of the call will be available on the AT&T web
site beginning  later today.  The web site address is  www.att.com/ir.  An audio
rebroadcast of the conference  call will also be available  beginning at 12:40PM
on Thursday,  October 21 through  11:59PM on Tuesday,  October 26. To access the
audio  rebroadcast,  U.S.  callers can dial  800-475-6701,  access code  696624.
Callers outside the U.S. should dial +1-320-365-3844, access code 696624.


The  foregoing  contains   "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.  These risk factors
include the impact of increasing  competition,  continued  capacity  oversupply,
regulatory  uncertainty  and the effects of  technological  substitution,  among
other risks.  For a more  detailed  description  of the factors that could cause
such a difference,  please see AT&T's10-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.


                                      # # #