Exhibit (24)b
                                              AT&T Form 10-K




     Mr. Williams, Chairman of the Finance Committee, reported
that the Finance Committee had met earlier in the day.  He
reported that it reviewed matters relating to the proposed filing
by the Company of its Annual Report on Form 10-K for 1993 with
the Securities and Exchange Commission and had voted to recommend
for approval by the Board of Directors the resolution appearing
below.  He stated that the Form 10-K must be filed on or before
March 31, 1994.  Mr. Williams noted that Securities and Exchange
Commission regulations require that the Form 10-K be signed by
certain officers of the Company and by at least a majority of the
members of the Company's Board of Directors.  He also noted that
each of the Board members had been given a power of attorney to
appoint certain officers of the Company as his or her
attorneys-in-fact to execute the Form 10-K on behalf of the
Director.  

     Whereupon, on motion, it was

     RESOLVED:  that the form of the Company's Annual Report on
Form 10-K for the year ended December 31, 1993, submitted to the
meeting, is approved, and each of the officers and directors of
the Company signing the Form 10-K is authorized to execute such
report, personally or by attorney-in-fact, in the name of and on
behalf of the Company, and to file such report with the
Securities and Exchange Commission, with such changes therein as
the officers and directors signing such report shall approve,
such approval to be conclusively evidenced by the signing
thereof, and to cause to be filed any amendments or supplements
to the foregoing, and to do all other acts and things, and to
execute, personally or by attorney-in-fact, any and all other
documents necessary or advisable in connection therewith.