EXHIBIT 99.4.2


               FORM OF LETTER TO CLIENTS FOR AT&T ELIGIBLE NOTES


                                   AT&T CORP.

                   OFFER TO EXCHANGE AND CONSENT SOLICITATION
                              FOR ITS OUTSTANDING

                  5.625% NOTES DUE 2004 (CUSIP NO. 001957AU3)
                   6.75% NOTES DUE 2004 (CUSIP NO. 001957AM1)
    7.75% MEDIUM-TERM NOTES, SERIES A DUE MAY 15, 2025 (CUSIP NO. 00206QAP9)
    8.00% MEDIUM-TERM NOTES, SERIES A DUE MAY 15, 2025 (CUSIP NO. 00206QAN4)
                   6.50% NOTES DUE 2029 (CUSIP NO. 001957AW9)
         FRN MEDIUM-TERM NOTES, SERIES A DUE 2054 (CUSIP NO. 00206QAE4)

            PURSUANT TO ITS EXCHANGE OFFER AND CONSENT SOLICITATION
              DESCRIBED IN THE PROSPECTUS DATED             , 2002

To Our Clients:

     Enclosed is a Prospectus dated           , 2002 and a related Letter of
Transmittal and Consent (the "Letter of Transmittal"), which together constitute
the "Exchange Offer" relating to AT&T Corp.'s (the "Company") exchange offer and
consent solicitation with respect to its above-listed securities (the "AT&T
Eligible Notes"). Pursuant to the Exchange Offer, the Company is offering to
exchange for the AT&T Eligible Notes a like principal amount of new notes (the
"New AT&T Notes"). The New AT&T Notes will be issued by the Company and except
as described in the Prospectus will have substantially identical terms to the
AT&T Eligible Notes as amended by the note amendment described below.

     We are writing to request instructions as to whether you wish to tender any
or all of the AT&T Eligible Notes held by us for your account pursuant to the
terms and conditions of the Exchange Offer. We are the holder of record and/or
participant in the book-entry transfer facility of AT&T Eligible Notes held by
us for your account. A tender of such AT&T Eligible Notes can be made only by us
as the record holder and/or participant in the book-entry transfer facility and
pursuant to your instructions. The Letter of Transmittal is furnished to you for
your information only and cannot be used by you to tender AT&T Eligible Notes
held by us for your account. PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON           , 2002 UNLESS EXTENDED, SO IT
IS IMPORTANT THAT READ THE PROSPECTUS AND LETTER OF TRANSMITTAL AND FURNISH US
WITH YOUR INSTRUCTIONS AS PROMPTLY AS POSSIBLE.


     In order to participate in the Exchange Offer, holders of AT&T Eligible
Notes will be required to consent to the proposed amendment (the "Note
Amendment") described in the Prospectus under "Description of the Note
Amendment" to the indenture, dated as of September 7, 1990, between the Company
and The Bank of New York, as trustee, as amended, under which the AT&T Eligible
Notes were issued, with respect to all tendered AT&T Eligible Notes accepted for
exchange in the Exchange Offer, upon the terms and subject to the conditions set
forth in the Exchange Offer. If you instruct us to tender your notes in the
Exchange Offer, we will be required to consent to the Note Amendment as a
condition to a valid tender in the Exchange Offer, and will be deemed to have
given consent to the extent your notes are accepted for exchange.


     We also request that you confirm that we may on your behalf make the
representations contained in the Letter of Transmittal. Pursuant to the Letter
of Transmittal, each holder of AT&T Eligible Notes will represent to the Company
that (i) the holder is not an "affiliate" of the Company, and (ii) if the
tendering holder is a broker-dealer that will receive New AT&T Notes for its own
account in exchange for AT&T Eligible Notes, we will represent on behalf of such
broker-dealer that the AT&T Eligible Notes were acquired by it as a result of
market-making activities or other trading activities, and acknowledge on behalf
of such broker-dealer that it will deliver a prospectus meeting the requirements
of the Securities Act in connection with any resale of such New AT&T Notes. By
acknowledging


that it will deliver and by delivering a prospectus meeting the requirements of
the Securities Act in connection with any resale of such New AT&T Notes, such
broker-dealer is not agreeing that it may be deemed to be an "underwriter"
within the meaning of the Securities Act.

     The Exchange Offer is subject to various conditions set forth in the
Prospectus, including that no AT&T Eligible Notes of a series will be accepted
for exchange in the Exchange Offer unless more than 50% of the principal amount
of that series of AT&T Eligible Notes has been validly tendered and not
withdrawn by the expiration of the Exchange Offer for that series.

                                         Very truly yours,

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