Exhibit (10)(iii)(A) 5
                                           AT&T Form 10-K


              SENIOR MANAGEMENT FINANCIAL COUNSELING PROGRAM 

                      GENERAL DESCRIPTION OF SERVICES

AT&T offers a financial counseling program to all active Senior
Managers.  This program is extended to retired Senior Managers
during the first year of retirement.  In addition, eligibility is
extended to the spouse and/or immediate family members in the
event of death of a participating Senior Manager.  Participation
in the program is voluntary.

Upon election to participate in the program, the Senior Manager
can select from three financial counseling firms utilized by
AT&T, all of which have nation-wide branches; Asset Management
Group (AMG), The AYCO Corporation and Coopers & Lybrand.  AMG has
a base office in Englewood, Colorado and a local office in
Parsippany, New Jersey.  Ayco Corporation is based in Albany, New
York, and has a local office in Florham Park, New Jersey. 
Coopers & Lybrand, has a local office in Parsippany, New Jersey. 

Upon selection of a firm, the Senior Manager is assigned a
personal counselor who will schedule a preliminary interview
which is primarily a get acquainted session.  During the
interview, the counselor will outline the services offered by the
firm and describe the type of personal information and documents
the Senior Manager will need to provide to the counselor.  The
types of documents and personal information include items such as
wills, deeds, insurance policies and trusts, as well as complete
data on the Senior Manager's financial status.  All information
is held strictly confidential between the financial counseling
firm and the Senior Manager.

The counselor will schedule a follow-up interview at which time
an in depth examination of the financial goals and objectives of
the Senior Manager and the spouse is completed.  

After all pertinent data has been analyzed, the counselor will
prepare a comprehensive report for presentation to the Senior
Manager.  The report outlines the Senior Manager's current
financial status, indicates areas requiring adjustments, if any,
and recommends future financial actions.


 2


The types of services provided in the program include:

          *    COMPANY PROVIDED BENEFITS PLANNING

          *    ESTATE PLANNING

          *    INSURANCE PLANNING

          *    INVESTMENT PLANNING

          *    INCOME TAX PLANNING

In addition to the above services, the Senior Management
Financial Counseling Program covers the cost of personal income
tax preparation and the preparation of wills and trusts
associated with estate planning.

Although AMG, AYCO and Coopers & Lybrand provide tax preparation
services, the Senior Manager may engage their own attorney or tax
accounting firm for both estate planning and tax preparation.

Attached is a summary of the current financial counseling fees by
firm and type of service.  Each of the three firms bills AT&T
Executive Human Resources, who in turn pays the bills and charges
the expense to each individual Senior Manager's budget.

The amount of each financial counseling invoice paid on behalf of
a Senior Manager by AT&T, is treated as imputed income to the
Senior Manager.  The imputed amount is reflected in the Senior
Manager's paycheck and appropriate federal and state taxes are
withheld from the imputed income at "flat" tax rates.

Every February, a tax allowance payment is made to each Senior
Manager to offset any adverse tax effects as a result of the non-
deductibility of all or a portion of the financial counseling
fees paid by AT&T on their behalf.  The tax allowance payment is
considered taxable income in the year in which the payment is
received.

This program is administered by Kathy Convery of Executive Human
Resources.  Kathy can be reached on (908) 221-4444.



03/14/94







 3


            AT&T SENIOR MANAGEMENT FINANCIAL COUNSELING PROGRAM

                  CONTACTS AT FINANCIAL COUNSELING FIRMS



THE AYCO CORPORATION
- --------------------

Dick Cummins
The Ayco Corporation
One Wall Street
Albany, NY  12205
(518) 464-2000


Joel Schaller
The Ayco Corporation
325 Columbia Turnpike
Florham Park, NJ  07932
(201) 514-2120



ASSET MANAGEMENT GROUP
- ----------------------

Todd Cleary
Asset Management Group
10 Sylvan Way  
Parsippany, NJ  07054
(201) 644-2656



COOPERS AND LYBRAND
- -------------------

Tom Ross
Coopers and Lybrand
One Sylvan Way
Parsippany, NJ  07054
(201) 829-9226



3/94   





 4


                                                 
                                        1994 FEE SCHEDULE
                                                 
                                   (Annual Fee Per Participant)
                                                 
                                                 
     Type of Service                            Counseling Firms
     ---------------                            ----------------

                              AYCO#                AMG                    C&L
                              -----                ---                    ---
                                                                  
New Participant (First Year)  $10,550              $10,500                $10,500
                                                    
                                                   (NOTE:   
                                                   AMG's First Year fee   
                                                   includes income tax
                                                   preparation)


Continued Counseling          $ 5,300              $ 9,825                $ 6,500


Income Tax Preparation        $ 1,700*             $ 2,950                $ 2,500*        



<FN>
- --------------
     * Variable -- 1993 average amount.
     # Fees are subject to a 15% surcharge for all participants who are serviced out of
       the California Regional Office due to the higher cost of conducting business.

3/94

/TABLE