AT&T CORP
10-Q, 1998-05-15
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    FORM 10-Q



          ..X.. QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1998

                                       OR

           ..... TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from _____________to _____________


                          Commission file number 1-1105


                                   AT&T CORP.

A New York                                                       I.R.S. Employer
Corporation                                                      No. 13-4924710

            32 Avenue of the Americas, New York, New York 10013-2412

                       Telephone - Area Code 212-387-5400

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes ..X No .....


At April 30, 1998, 1,624,198,000 common shares were outstanding.




<PAGE>                                                   AT&T Form 10-Q - Part I

                         PART I - FINANCIAL INFORMATION
                        CONSOLIDATED STATEMENTS OF INCOME
                 (Dollars in Millions Except Per Share Amounts)
                                   (Unaudited)

                                                 For the Three
                                                 Months Ended
                                                   March 31,
                                                 1998      1997

Revenues..................................    $12,631   $12,548

Operating Expenses
Access and other interconnection..........      3,909     4,252
Network and other
 communications services..................      2,264     2,134
Depreciation and amortization ............      1,016       930
Selling, general and administrative ......      3,451     3,593
Asset impairment and restructuring charge.        601         -
Total operating expenses .................     11,241    10,909

Operating income .........................      1,390     1,639

Other income - net .......................        700       168
Interest expense .........................         48        52
Income from continuing operations
 before income taxes .....................      2,042     1,755
Provision for income taxes ...............        726       667
Income from continuing operations ........      1,316     1,088
Income from discontinued operations
 (net of taxes of $6 and $25).............         10        38
Net income ...............................    $ 1,326   $ 1,126

Weighted average common shares and
 potential common shares (millions)*......      1,639     1,628

Per common share - basic:
 Income from continuing operations .......    $  0.81   $  0.67
 Income from discontinued operations......       0.01      0.02
 Net income ..............................    $  0.82   $  0.69

Per common share - diluted:
 Income from continuing operations .......    $  0.80   $  0.67
 Income from discontinued operations......       0.01      0.02

Net income ...............................    $  0.81   $  0.69

Dividends declared per common share.......    $  0.33   $  0.33


*Amounts  represent  the  weighted-average  shares  assuming  dilution  from the
potential  exercise  of stock  options.  Amounts are reduced by 16 million and 4
million  for  the  three  month  periods   ended  March  31,  1998,   and  1997,
respectively, assuming no dilution.

                 See Notes to Consolidated Financial Statements.




<PAGE>                                                   AT&T Form 10-Q - Part I

                           CONSOLIDATED BALANCE SHEETS
                   (Dollars in Millions Except Share Amounts)
                                   (Unaudited)

                                         March 31,   December 31,
                                            1998         1997
ASSETS

Cash and cash equivalents .............. $   231      $   145

Receivables less allowances
  of $1,008 and $977
  Accounts receivable...................   8,528        8,573
  Other receivables.....................   5,116        5,684

Deferred income taxes...................   1,323        1,252

Other current assets....................     540          525

Total current assets....................  15,738       16,179

Property, plant and equipment, net
  of accumulated depreciation of
  $22,659 and $21,853 ..................  21,913       22,710

Licensing costs, net of accumulated
  amortization of $1,122 and $1,076.....   8,310        8,329

Investments.............................   3,441        3,857

Long-term receivables...................   1,776        1,794

Prepaid pension costs...................   2,259        2,156

Other assets............................   2,449        2,509

Net assets of discontinued operations...   1,019        1,101

TOTAL ASSETS............................ $56,905      $58,635

                                    (CONT'D)




<PAGE>                                                   AT&T Form 10-Q - Part I

                      CONSOLIDATED BALANCE SHEETS (CONT'D)
                   (Dollars in Millions Except Share Amounts)
                                   (Unaudited)


                                         March 31,  December 31,
                                            1998         1997
LIABILITIES
Accounts payable.......................  $ 5,779      $ 6,243
Payroll and benefit-related
  liabilities..........................    1,646        2,348
Debt maturing within one year..........    2,865        3,998
Dividends payable......................      538          538
Other current liabilities..............    4,563        3,815

Total current liabilities..............   15,391       16,942

Long-term debt.........................    6,293        6,826
Long-term benefit-related liabilities..    3,147        3,142
Deferred income taxes..................    5,486        5,711
Other long-term liabilities and
  deferred credits.....................    3,308        3,367

Total liabilities .....................   33,625       35,988

SHAREOWNERS' EQUITY
Common shares - par value $1 per share.    1,624        1,624
  Authorized shares: 2,000,000,000
  Outstanding shares:
  1,623,647,000 at March 31, 1998;
  1,624,213,505 at December 31, 1997
Additional paid-in capital.............   15,765       15,751
Guaranteed ESOP obligation.............      (58)         (70)
Retained earnings......................    5,957        5,380
Accumulated other comprehensive
  income...............................       (8)         (38)

Total shareowners' equity..............   23,280       22,647

TOTAL LIABILITIES & SHAREOWNERS' EQUITY  $56,905      $58,635

                 See Notes to Consolidated Financial Statements.




<PAGE>                                                   AT&T Form 10-Q - Part I


            CONSOLIDATED STATEMENTS OF CHANGES IN SHAREOWNERS' EQUITY
                              (Dollars in Millions)
                                   (Unaudited)


                                                For the Three Months Ended
                                                          March 31,
                                                   1998              1997

Common Shares
  Balance at beginning of year............... $ 1,624           $ 1,623
  Shares issued, net:
    Under employee plans.....................       -                 1
    Under shareowner plans...................       -                 -
    Other....................................       -                 -
Balance at end of period.....................   1,624             1,624

Additional Paid-In Capital
  Balance at beginning of year...............  15,751            15,697
  Shares issued(acquired), net:
    Under employee plans.....................     (45)               20
    Other....................................      59                 -
Balance at end of period.....................  15,765            15,717

Guaranteed ESOP Obligation
  Balance at beginning of year...............     (70)              (96)
  Amortization...............................      12                12
  Balance at end of period...................     (58)              (84)

Retained Earnings
  Balance at beginning of year...............   5,380             3,071
   Net income.................................  1,326  $1,326     1,126  $1,126
  Dividends declared.........................    (536)             (536)
  Treasury shares issued at less than cost...    (215)              (24)
  Other changes..............................       2                 3
Balance at end of period.....................   5,957             3,640

Accumulated Other Comprehensive Income
  Balance at beginning of year...............     (38)                -
  Other Comprehensive Income
    (net of taxes of $23 and $9) ............      30      30       (30)    (30)
  Total Comprehensive Income.................          $1,356            $1,096
Balance at end of period.....................      (8)              (30)

Total Shareowners' Equity.................... $23,280           $20,867

                  See Notes to Consolidated Financial Statements.




<PAGE>                                                   AT&T Form 10-Q - Part I

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Dollars in Millions)
                                   (Unaudited)

                                                For the Three Months Ended
                                                          March 31,
                                                  1998              1997
Operating Activities
Net income ..............................      $ 1,326           $ 1,126
Deduct: Income from discontinued
     operations .........................           10                38

Income from continuing operations .......        1,316             1,088
Adjustments to reconcile net income to
  net cash provided by operating
  activities of continuing operations:
   Asset impairment and restructuring
     charge..............................          601                 -
   Gains on sales........................         (667)              (97)
   Depreciation and amortization.........        1,016               930
   Provision for uncollectibles..........          355               430
   Increase in accounts receivable.......         (368)              (42)
   Decrease in accounts payable..........          (41)             (204)
   Net increase in other operating
     assets and liabilities..............          (65)             (468)
   Other adjustments for noncash
     items - net.........................         (320)             (105)

Net cash provided by operating
  activities of continuing operations....        1,827             1,532

Investing Activities
  Capital expenditures...................       (1,439)           (1,380)
  Proceeds from sale or disposal of
    property, plant and equipment........           23                30
  Decrease in other receivables..........          661               659
  Acquisitions of licenses...............          (26)              (54)
  Net decrease(increase) in investments..          769              (135)
  Proceeds from dispositions.............          642               586
  Other investing activities - net.......          (26)              (20)

Net cash provided by(used in) investing
  activities of continuing operations....          604              (314)

                                    (CONT'D)

<PAGE>                                                   AT&T Form 10-Q - Part I

                 CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT'D)
                              (Dollars in Millions)
                                   (Unaudited)

                                                For the Three Months Ended
                                                          March 31,
                                                  1998              1997

Financing Activities
  Retirements of long-term debt..........          (29)              (32)
  Acquisition of common shares - net.....         (262)               (4)
  Dividends paid.........................         (536)             (535)
  Decrease in short-term
    borrowings - net.....................       (1,627)             (531)
  Other financing activities - net.......           17                28
Net cash used in financing activities
  of continuing operations...............       (2,437)           (1,074)

Net cash provided by
  discontinued operations................           92                54

Net increase in cash and
  cash equivalents.......................           86               198

Cash and cash equivalents
  at beginning of year...................          145                 -

Cash and cash equivalents
  at end of period.......................      $   231           $   198



                 See Notes to Consolidated Financial Statements.



<PAGE>                                                   AT&T Form 10-Q - Part I

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (Dollars in Millions Except Per Share Amounts)
                                   (Unaudited)

(a)           BASIS OF PRESENTATION
              The consolidated  financial  statements have been prepared by AT&T
              Corp.  ("AT&T"  or  the  "Company")  pursuant  to  the  rules  and
              regulations of the Securities and Exchange  Commission  (SEC) and,
              in the opinion of management,  include all adjustments,  necessary
              for a fair  statement of the  consolidated  results of operations,
              financial  position and cash flows for each period presented.  The
              consolidated  results  for  interim  periods  are not  necessarily
              indicative  of  results  for  the  full  year.   These   financial
              statements  should be read in conjunction  with AT&T's 1997 Annual
              Report to  Shareowners,  and Form 10-K for the year ended December
              31, 1997.

(b)           ASSET IMPAIRMENT AND RESTRUCTURING CHARGE
              During the first  quarter AT&T  recorded a pre-tax  charge of $601
              related to the  Company's  decision  not to pursue  Total  Service
              Resale  (TSR) as a local  service  strategy.  The  pre-tax  charge
              includes a $543 write-down of software,  $42 primarily  related to
              equipment  associated  with the software  platform and $16 for the
              termination  of  certain  contracts.  The impact on net income was
              $371, or $0.23 per share.

              The Company's  in-market  experiences and results have proven that
              the TSR solution is not economically  viable for the short-term or
              the long-term.  The current pricing  structure  established by the
              local  exchange  carriers  makes  it  impossible  for  TSR to be a
              profitable option.

              AT&T continues its financial and operational review of the various
              alternatives for entering the local market,  including the impacts
              associated with the acquisition of Teleport  Communications Group,
              Inc.  (TCG).  These reviews may result in an additional  charge in
              1998.

(c)           DISCONTINUED OPERATIONS
              Pursuant to Accounting  Principles Board Opinion No. 30 "Reporting
              the Results of Operations - Reporting the Effects of Disposal of a
              Segment of a Business, and Extraordinary, Unusual and Infrequently
              Occurring  Events  and  Transactions"  (APB  30) the  consolidated
              financial  statements of AT&T reflect the  dispositions  of AT&T's
              submarine   systems  business  (SSI),   which  was  sold  to  Tyco
              International Ltd. on July 1, 1997 for approximately $850, and the
              sale of AT&T Universal Card Services, Inc. (UCS) which was sold to
              Citibank  on  April 2,  1998 for  approximately  $3.5  billion  as
              discontinued  operations.  Accordingly,  the  revenues,  costs and
              expenses,  assets and  liabilities,  and cash flows of SSI and UCS
              have  been   excluded   from  the   respective   captions  in  the
              Consolidated Statements of Income, Consolidated Balance Sheets and
              Consolidated  Statements  of Cash  Flows,  and have been  reported
              through  their  respective  dates of  disposition  as "Income from
              discontinued  operations," net of applicable income taxes; as "Net
              assets  of  discontinued  operations";  and as "Net  cash  used in
              discontinued operations."


<PAGE>                                                   AT&T Form 10-Q - Part I

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (Dollars in Millions Except Per Share Amounts)
                                   (Unaudited)

              Summarized financial  information for the discontinued  operations
              is as follows:

                                                 For the Three
                                                 Months Ended
                                                   March 31,
                                              1998          1997

         Revenues                           $  365        $  545
         Income before
           income taxes                         16            63
         Net income                         $   10        $   38

                                          At March   At December
                                          31, 1998      31, 1997

         Current assets                     $6,989        $7,734
         Total assets                        7,060         7,808
         Current liabilities*                4,952         5,602
         Total liabilities*                  6,041         6,707
         Net assets of discontinued
           operations                       $1,019        $1,101

         *Current  liabilities include $4,583 and $5,224 of debt maturing within
         one year and total liabilities  include an additional $1,075 and $1,093
         of  long-term   debt  at  March  31,  1998,   and  December  31,  1997,
         respectively, all of which is payable to AT&T.

         No interest  expense was allocated to  discontinued  operations for the
         three month periods ended March 31, 1998 and 1997, respectively, due to
         the immateriality of the amounts; however, UCS recorded direct interest
         expense  of $85 and $72 for the three  month  periods  ended  March 31,
         1998, and 1997, respectively.

(d)      ASSET DISPOSITIONS
         On March 3, 1998, AT&T sold all of its 45% common share interest in LIN
         Television Corporation (LIN-TV) for $742 to Hicks, Muse, Tate and Furst
         Incorporated.  The  Company  recognized  a pre-tax  gain of $317 in the
         first quarter of 1998.  Also on March 3, 1998, AT&T sold AT&T Solutions
         Customer  Care  to  MATRIXX  Marketing  Inc.,  a  teleservices  unit of
         Cincinnati  Bell for  approximately  $625 in cash.  AT&T  recognized  a
         pre-tax  gain of $350 in the first  quarter of 1998 on the sale.  These
         gains totaled $0.26 per share.

         On April 2,  1998,  AT&T sold UCS for  approximately  $3.5  billion  to
         Citibank.  Included  in the sale was the signing of a  co-branding  and
         joint  marketing  agreement.  In addition,  we received $5.7 billion as
         settlement of receivables from UCS.

(e)      TELEPORT COMMUNICATIONS GROUP, INC. MERGER
         On January 8, 1998, AT&T signed a definitive  merger agreement with TCG
         for an all-stock  transaction.  Under the agreement each TCG share will
         be  exchanged  for .943 of an AT&T  share.  The  merger is  subject  to
         regulatory  approvals  and  certain  other  conditions  as  well as the
         receipt  of   opinions   that  the  merger  will  be  tax-free  to  TCG
         shareowners. The transaction is expected to close in the second half of
         1998. We expect to issue approximately 190 million shares.



<PAGE>                                                   AT&T Form 10-Q - Part I

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (Dollars in Millions Except Per Share Amounts)
                                   (Unaudited)


(f)           RECLASSIFICATION
              We have reclassified  certain prior period amounts to conform with
              our current presentation.  Customer disputes,  unbillable messages
              and fraud are now being  accounted  for as  contra-revenue  versus
              previous periods where they were being charged to expense.

(g)           NEW ACCOUNTING PRONOUNCEMENT
              In the first  quarter of 1998,  we adopted  Statement of Financial
              Accounting  Standards  (SFAS) No.  130,  "Reporting  Comprehensive
              Income." SFAS No. 130  establishes the standards for reporting and
              displaying  comprehensive  income  and its  components  (revenues,
              expenses,  gains,  and losses) as part of a full set of  financial
              statements.   This   statement   requires  that  all  elements  of
              comprehensive  income be reported in a financial statement that is
              displayed with the same prominence as other financial  statements.
              AT&T has elected to display comprehensive income as a component of
              the Statement of Changes in Shareowners' Equity. In addition,  the
              equity  section  of the  balance  sheet has been  reclassified  to
              conform with this standard.

(h)           SUBSEQUENT EVENT
              On April 13, 1998, AT&T experienced a problem with its frame relay
              network. The problem arose in a single switch and in a rare series
              and set of events.  It began when a computer command was issued to
              upgrade a circuit  card in that  switch  with new  firmware.  This
              created a faulty  communications path, at about the same time that
              the operating  software in the switch  generated a large volume of
              administrative  messages,  which  were  then  sent  out  to  other
              switches on the network.  As a result,  the other switches quickly
              became   overloaded  and  stopped  routing  data  from  customer's
              applications  for periods  ranging from six to 26 hours before the
              network  was  fully  restored.  The  frame  relay  problem  is not
              expected to have a material impact on AT&T's consolidated  results
              of operations.



<PAGE>                                                   AT&T Form 10-Q - Part I

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

OVERVIEW
Pursuant to Accounting Principles Board Opinion No. 30 "Reporting the Results of
Operations - Reporting  the Effects of Disposal of a Segment of a Business,  and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions" (APB
30) the  consolidated  financial  statements of AT&T reflect the dispositions of
AT&T's submarine  systems business (SSI),  which was sold to Tyco  International
Ltd. on July 1, 1997, and the sale of Universal Card Services,  Inc. (UCS) which
was sold to Citibank on April 2, 1998, as discontinued operations.  Accordingly,
the revenues, costs and expenses, assets and liabilities,  and cash flows of SSI
and UCS have been  excluded  from the  respective  captions in the  Consolidated
Statements of Income, Consolidated Balance Sheets and Consolidated Statements of
Cash Flows, and have been reported through their respective dates of disposition
as "Income from  discontinued  operations",  net of applicable  income taxes; as
"Net assets of discontinued  operations";  and as "Net cash used in discontinued
operations."

The  discussion  and analysis of AT&T's  results of  operations is discussed for
consolidated AT&T, as well as by business segment:  business services,  consumer
services, wireless services and other and corporate. Supplemental information is
also  included  for local  services,  new  wireless  services  businesses,  AT&T
Solutions, WorldNet and other on-line services, and international operations and
ventures.  Earnings  before  interest and taxes,  including other income (EBIT),
total assets and other related  information  is discussed  for the  consolidated
results of AT&T and by business segment.



                                              Three months
                                                  ended
                                                March 31,         Change
$ in millions                                 1998     1997     $       %
Total revenues.............................$12,631  $12,548  $  83     0.7%

OTHER INCOME STATEMENT ITEMS
Operating income...........................  1,390    1,639   (249)  (15.2)%
Operating margin...........................   11.0%    13.1%
Operating income, adjusted for charges
  and reserve reversal*....................  1,991    1,699    292    17.2%
Operating margin, adjusted for charges
  and reserve reversal*....................   15.8%    13.5%

EBIT.......................................  2,090    1,807    283    15.7%
EBIT, adjusted for gains, charges
  and reserve reversal*....................  2,024    1,770    254    14.4%
EBITDA.....................................  3,121    2,753    368    13.3%
EBITDA, adjusted for gains, charges
  and reserve reversal*....................  3,055    2,636    419    15.9%

Diluted earnings per share,
  continuing operations....................   0.80     0.67   0.13    19.4%
Diluted earnings per share,
  continuing operations, adjusted for
  gains, charges and reserve reversal*.....$  0.77  $  0.65  $0.12    18.5%



<PAGE>                                                   AT&T Form 10-Q - Part I

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION


       * Operating income for the first quarter of 1998 contained a $601 million
       asset impairment and restructuring charge, with an after-tax earnings per
       share  impact of $0.23 per  share.  This  charge was the result of AT&T's
       decision not to pursue  Total  Service  Resale  (TSR) as a local  service
       strategy.  Along with the $601 million asset impairment and restructuring
       charge,  EBIT for the first  quarter of 1998 also  included  gains on the
       sales of LIN Television  Corporation (LIN-TV) and AT&T Solutions Customer
       Care. On March 3, 1998, AT&T sold all of its 45% common share interest in
       LIN-TV for $742 million to Hicks, Muse, Tate and Furst Incorporated.  The
       Company recognized a pre-tax gain of $317 million in the first quarter of
       1998.  Also on March 3, 1998,  AT&T sold AT&T Solutions  Customer Care to
       MATRIXX  Marketing Inc., a teleservices  unit of Cincinnati Bell for $625
       million in cash.  AT&T  recognized  a pre-tax gain of $350 million in the
       first quarter of 1998 on the sale.  After taxes,  these two gains totaled
       $0.26 per share.

       * Operating income for the first quarter of 1997 contained a $160 million
       charge,  or $0.06 per share, for exiting the two-way  messaging  business
       and a $100  million  benefit,  or $0.04 per share,  from the  reversal of
       pre-1995  restructuring  charges.  In addition,  EBIT also included a $97
       million pre-tax gain, or $0.04 per share  after-tax,  on the sale of AT&T
       Skynet Satellite Services (Skynet).

Revenues from continuing operations increased $83 million, or 0.7%, in the first
quarter of 1998  compared to the first quarter of 1997.  Long-distance  services
revenue  decreased  0.8%  compared to the first  quarter of 1997,  while calling
volumes increased 4.9%.

Operating income, adjusted for the charges and reserve reversal,  increased $292
million,  or 17.2%,  to  $1,991  million.  Operating  margin,  adjusted,  showed
improvement of 2.3 percentage points. EBIT, adjusted,  increased 14.4% to $2,024
million from $1,770  million in the year ago  quarter.  The quarter over quarter
increases in both adjusted operating income and adjusted EBIT were primarily due
to lower access and other  interconnection  expenses  and  selling,  general and
administrative expenses partially offset by higher depreciation and amortization
expenses and network and other communications expenses.

Earnings  before  interest,   taxes,  depreciation  and  amortization  (EBITDA),
adjusted, increased 15.9% to $3,055 million for the three months ended March 31,
1998,  from  $2,636  million  for the first  quarter of 1997.  The  increase  in
adjusted  EBITDA was  primarily  due to lower  access and other  interconnection
expenses and selling,  general and  administrative  expenses partially offset by
higher network and other communications services expenses.

Earnings per share,  on an adjusted  basis,  was $0.77 an increase of $0.12,  or
18.5%, compared to the first quarter 1997 adjusted earnings per share of $0.65.


<PAGE>                                                   AT&T Form 10-Q - Part I

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

RESULTS OF OPERATIONS

                                              Three months
                                                  ended
                                                March 31,         Change
$ in millions                                 1998     1997     $       %

REVENUES
Business services..........................$ 5,673  $ 5,428  $ 245     4.5%
Consumer services..........................  5,628    5,928   (300)   (5.1)%
Wireless services..........................  1,113    1,040     73     7.0%
Other and corporate........................    557      460     97    21.1%
Eliminations...............................   (340)    (308)   (32)   10.3%
Total revenues.............................$12,631  $12,548  $  83     0.7%


REVENUES
Revenues from continuing operations increased $83 million, or 0.7%, in the first
quarter  of 1998  compared  to the first  quarter  of 1997.  Revenue  growth for
business  services,  other and  corporate  and wireless  services was  partially
offset by a decline in revenue from consumer services. Long-distance revenue was
down 0.8% as calling volumes  increased 4.9%. The gap between revenue and volume
growth  improved to negative  5.7% in the first  quarter of 1998 from the fourth
quarter of 1997 as pricing in business  services firmed and free minutes,  which
continue to be used as a customer incentive,  no longer affected  year-over-year
revenue growth for consumer services.

OPERATING EXPENSES
Access  and  other  interconnection  expenses  for  the  first  quarter  of 1998
decreased  $343 million,  or 8.1%,  from the first quarter of 1997.  The decline
relates  primarily to a reduction in other  interconnection  expenses  resulting
primarily from lower  international  settlement rates, and a reduction in access
charges due to a reduction in per minute access  expenses and AT&T's  continuing
efforts to manage these costs.  Reductions  in per-minute  access  expenses were
partially  offset  by  Primary  Interexchange  Carrier  Charges  (PICC),  AT&T's
contribution to the Universal Service Fund (USF), and volume  increases.  Access
and other  interconnection  expenses as a percentage of  long-distance  services
revenues  were  34.7%  for the  first  quarter  of 1998 and  37.5% for the first
quarter of 1997.



<PAGE>                                                   AT&T Form 10-Q - Part I

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION


Network and other  communications  services expenses increased $130 million,  or
6.1%, for the first quarter of 1998 compared with the first quarter of 1997. The
increase is primarily  due to costs  associated  with  compensation  to payphone
operators as well as higher costs related to increasing data traffic on the AT&T
network  and  wireless  equipment  sales.  Recovery  of the 28.4  cents-per-call
payphone charge is built into interstate  pricing for business  customers and is
collected  from calling card users as a surcharge on customer  bills.  The first
quarter 1997 reversal of the non-recurring  pre-1995  restructuring charges also
contributed to the increase, while the first quarter 1997 charge for the closing
of the two-way messaging business and a significant decline in uncollectibles in
the current period partially offset the increases.

Depreciation and  amortization  expenses for the first quarter of 1998 increased
$86 million, or 9.2%, from the first quarter of 1997.  Excluding the $80 million
impact of charges to exit the two-way messaging business in the first quarter of
1997,  depreciation  expense increased $166 million,  or 19.5%. The increase was
primarily driven by higher levels of capital expenditures.

Selling,  general and administrative  (SG&A) expenses decreased $142 million, or
3.9%, in the first quarter of 1998 compared with the first quarter of 1997. SG&A
as a percentage  of total  revenues  decreased to 27.3% for the first quarter of
1998 from 28.6% in the first  quarter of 1997.  The  reduced  level of  expenses
reflects AT&T's efforts to achieve a best-in-class cost structure, including the
removal of $1.6 billion in SG&A expense from the business in 1998 and a 22% SG&A
as a percentage of revenues ratio by the end of 1999. Cost savings were achieved
in a number of areas  across the  business  in the first  quarter:  a decline in
costs  associated  with  direct  mail  and  telemarketing  to  consumers;  lower
marketing  and  sales  costs in  business  services,  achieved  largely  through
consolidation  of functions and  reductions of support  staff  headcount;  and a
reduction in corporate staff. These decreases were partially offset by increased
expenses for new wireless services businesses.

On January 26, 1998, we announced a plan to reduce headcount by 15,000 to 18,000
as part of the Company's overall cost reduction program.  The Company originally
expected to generate  10,000 to 11,000 of these  reductions  from the  voluntary
force reduction offer that is being offered to eligible  employees in the second
quarter.  Early  indications  suggest  that the  original  estimate of 10,000 to
11,000  is too  low but a  revised  estimate  is not  available  at  this  time.
Employees are expected to leave the payroll in stages  throughout  the remainder
of 1998,  with a significant  portion  exiting the business by June 30.  Another
5,000 to 7,000  employees will leave through a combination of managed  attrition
and previously announced workforce reductions.  Of the 5,000 to 7,000 employees,
approximately 4,500 had left the business as of March 31, 1998.

AT&T has  established  processes for evaluating and managing the risks and costs
associated  with preparing our systems and  applications  for the year 2000. The
Company  expects to incur  internal  staff costs as well as consulting and other
expenses related to the conversion and testing of our systems and  applications.
The  Company  incurred  $33  million in  expense  for the year 2000 in the first
quarter of 1998.  We expect the cost of this  project to be  approximately  $350
million  in 1998.  Slightly  more than half of these  costs  represent  internal
information  technology  resources that have been redeployed from other projects
and are expected to return to these projects upon completion.  We plan on having
substantially  all  modifications  completed by the end of 1998,  leaving a full
year for testing. We are still assessing the impact to us, if any, in 1999.


<PAGE>                                                   AT&T Form 10-Q - Part I

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

During the first quarter AT&T recorded a pre-tax charge of $601 million  related
to the Company's  decision not to pursue Total  Service  Resale (TSR) as a local
service  strategy.  The pre-tax  charge  includes a $543 million  write-down  of
software,  $42  million  primarily  related  to  equipment  associated  with the
software platform and $16 million for the termination of certain contracts.  The
impact on net  income  was $371  million,  or $0.23  per  share.  The  Company's
in-market  experiences  and results  have  proven  that the TSR  solution is not
economically  viable for the  short-term or the long-term.  The current  pricing
structure established by the local exchange carriers makes it impossible for TSR
to be a profitable option.

AT&T continues its financial and operational review of the various  alternatives
for  entering  the local  market,  including  the  impacts  associated  with the
acquisition of Teleport  Communications  Group,  Inc.  (TCG).  These reviews may
result in an additional charge in 1998.


<PAGE>                                                   AT&T Form 10-Q - Part I

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

OTHER INCOME STATEMENT ITEMS
Other  income-net  increased $532 million,  or 318.3%,  for the first quarter of
1998  compared with the first quarter of 1997 due primarily to the pre-tax gains
on the sales of AT&T Solutions  Customer Care of $350 million and LIN-TV of $317
million in the first  quarter of 1998,  partially  offset by the pre-tax gain on
the sale of Skynet of $97 million in the first  quarter of 1997.  The 1998 gains
totaled $0.26 per share and the 1997 gain was $0.04 per share.

Interest  expense  decreased  6.4% to $48 million for the first  quarter of 1998
from $52 million for the same period last year.

The  provision  for income  taxes for the first  quarter of 1998  increased  $59
million,  or 8.9%, compared with the first quarter of 1997. The increase was due
to an increase in income before taxes, partially offset by a lower effective tax
rate. The effective tax rate for the first quarter of 1998 was 35.6%,a  decrease
of 240 basis points from the first  quarter 1997 rate of 38.0%.  The decrease in
the  effective  tax rate was  primarily  the  result  of  foreign  legal  entity
restructurings.

Income from discontinued  operations decreased $28 million for the first quarter
of 1998  compared  with the first  quarter of 1997.  For the three month  period
ended March 31, 1998,  the results  from  discontinued  operations  included the
results of UCS. The three month  period  ended March 31, 1997,  included SSI and
UCS.  The  dispositions  of SSI and UCS were  successfully  completed on July 1,
1997, and April 2, 1998, respectively.


<PAGE>                                                   AT&T Form 10-Q - Part I

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

SEGMENT RESULTS
AT&T's  results  are  segmented  according  to the  Company's  primary  lines of
business:  business services, consumer services, and wireless services. A fourth
segment,  identified  as other  and  corporate,  includes  the  results  of AT&T
Solutions,  international operations and ventures, on-line services such as AT&T
WorldNet  Internet  access,  and various other items.  The results of these four
segments plus the impact of the  elimination of internal  business sum to AT&T's
total results. The following is a discussion of each of these segments,  as well
as supplemental information on local services, new wireless services businesses,
AT&T  Solutions,   WorldNet  and  other  on-line  services,   and  international
operations and ventures.

Total assets by segment include all assets, except for interentity  receivables,
for  each  segment  except  for  deferred  taxes,  prepaid  pension  assets  and
corporate-owned  or leased real estate  which are held at the  corporate  level.
Shared  network  assets are  allocated to the segments  based on the prior three
years' volumes and are reallocated each January.

BUSINESS SERVICES
Business services results reflect sales of long-distance  services (domestic and
international, inbound and outbound, inter- and intraLATA toll services, calling
card and operator-handled  services, data services,  messaging and other network
enabled services),  local services and web hosting and other electronic commerce
services.

                                           Three months
                                               ended
                                             March 31,           Change
$ in millions                           1998          1997      $      %
Revenue..............................$ 5,673       $ 5,428    $245    4.5%

EBIT.................................  1,206         1,193      13    1.1%
EBIT excluding gain on Skynet........  1,206         1,096     110   10.0%
EBITDA...............................  1,694         1,604      90    5.6%
EBITDA excluding gain on Skynet......  1,694         1,507     187   12.4%

OTHER ITEMS
Capital additions....................$   711       $   489    $222   45.5%

                                   At March 31,  At Dec. 31,
                                        1998          1997
Total assets.........................$15,391       $15,030


<PAGE>                                                   AT&T Form 10-Q - Part I

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

REVENUE
Business  services revenue for the first quarter of 1998 increased $245 million,
or 4.5%,  compared  with the first quarter of 1997,  driven  primarily by strong
growth in revenue from data  services.  Data  services  revenue grew in the low-
double-digits  for the quarter,  with frame relay  service  growing in excess of
100%.   Revenue  from  private  line  data  services  continued  to  grow  at  a
high-single-digit  rate.  Adjusted  for the sales of Skynet  and  Tridom,  which
continue to impact the first quarter's  growth rate, data services  revenue grew
in the mid-teens for the quarter,  while total  business  services  revenue grew
5.3%.

Business  long-distance services revenue, which includes data revenue, grew 4.4%
in the first quarter,  or 5.2% adjusted for the sales of Skynet and Tridom. Data
revenue  was  approximately  25% of  business  long-distance  revenue  for  this
quarter,  up from a year  ago.  Revenue  from  voice  services  continued  to be
pressured  by  price  competition,  particularly  on  inbound  services,  and by
substitution  of alternate  services such as wireless for higher priced services
such as calling cards.  Price  reductions  made in  anticipation  of access rate
reductions also impacted  revenue growth,  though they were partially  offset by
the flow through of USF/PICC charges to customers. Long-distance calling volumes
grew in the low-double-digits for the quarter,  driven by double-digit growth in
inbound services. Volume grew at a slower rate than in recent quarters primarily
as  a  result  of  very  strong  growth  a  year  ago  resulting  from  contract
renegotiations  as well as additional  volume of governmental  traffic under the
FTS 2000 contract.

On April 13, 1998, AT&T experienced a problem with its frame relay network.  The
problem  arose in a single  switch and in a rare  series  and set of events.  It
began when a  computer  command  was  issued to  upgrade a circuit  card in that
switch with new firmware.  This created a faulty  communications  path, at about
the same time that the operating software in the switch generated a large volume
of  administrative  messages,  which were then sent out to other switches on the
network.  As a result,  the other switches quickly became overloaded and stopped
routing data from  customer's  applications  for periods  ranging from six to 26
hours  before the network  was fully  restored.  The frame relay  problem is not
expected to have a material impact on AT&T's consolidated results of operations.


<PAGE>                                                   AT&T Form 10-Q - Part I

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION


EBIT/EBITDA
EBIT, adjusted for the sale of Skynet,  increased 10.0% to $1,206 million in the
first quarter of 1998, from $1,096 million in the first quarter of 1997. EBITDA,
adjusted, increased 12.4% to $1,694 million for the three months ended March 31,
1998  from  $1,507  million  for the first  quarter  of 1997.  Higher  levels of
depreciation due to AT&T's investment in data networks and deploying Synchronous
Optical Network (SONET) technology  accounted for the slower rate of EBIT growth
as compared to EBITDA.

OTHER ITEMS
Capital  additions  increased  $222 million to $711 million,  or 45.5%,  for the
three month  period  ended March 31, 1998,  compared  with the first  quarter of
1997.  Capital  additions  in the first  quarter of 1998  related  primarily  to
investment  in data  networks,  AT&T's  SONET  program and the AT&T Digital Link
product for local services.

Total assets increased to $15,391 million at March 31, 1998 from $15,030 million
at  December  31,  1997.   The  increase  was  primarily  due  to  1998  capital
expenditures and the reallocation of shared network assets,  partially offset by
current year depreciation.


CONSUMER SERVICES
Consumer  services  results reflect sales of long-distance  services  (including
domestic and international, inter- and intraLATA toll services, calling card and
operator  handled  calling,  and  prepaid  calling  cards) and local  service to
residential customers.

                                           Three months
                                               ended
                                             March 31,          Change
$ in millions                          1998           1997      $       %
Revenue..............................$5,628         $5,928   $(300)   (5.1)%

EBIT................................. 1,324          1,184     140    11.8%
EBITDA............................... 1,498          1,358     140    10.3%

OTHER ITEMS
Capital additions....................$   76         $  167   $ (91)  (54.8)%

                                   At March 31,   At Dec. 31,
                                       1998           1997
Total assets.........................$7,031         $7,923


<PAGE>                                                   AT&T Form 10-Q - Part I

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

REVENUE
Consumer  services revenue for the three months ended March 31, 1998,  decreased
$300  million,  or 5.1%,  compared  with the three  months ended March 31, 1997.
Consumer  long-distance  services  revenue  declined 5.5% on a slight decline in
calling  volumes.  The  decline  was  due in  part  to  access  rate  reductions
implemented in July 1997,  which enabled AT&T to lower basic rates and move many
customers to more favorable optional calling plans. The controlled  migration of
customers to optional  calling plans is a key part of AT&T's  strategy to retain
profitable  customers.  In  addition,  the  reduction  in revenue  reflects  the
continuation of AT&T's high value targeting strategy,  implemented in the second
half of 1997, under which AT&T stopped  targeting  non-profitable  customers for
acquisition.  These  changes  continue  to have an impact on revenue  and volume
growth,  but  contribute  to  improved  profitability  and  customer  retention.
Competition in the  residential  long-distance  market,  as well as substitution
away from  higher  priced  services,  such as  calling  cards,  toward  wireless
services,  also contributed to the lower revenue and volume growth rates. Higher
IntraLATA  revenue  and  volume,  which  has  resulted  from  AT&T's  aggressive
localized  marketing  efforts  in  areas  where  presubscription  is  available,
partially offset these revenue and volume effects.

Competitive  pressures  from  traditional  and  non-traditional  sources such as
smaller  telecommunications  companies,  non-RBOC  local  exchange  carriers and
dial-around  companies  continued to impact  growth in the first quarter of 1998
and are expected to continue to impact growth throughout 1998.

EBIT/EBITDA
EBIT was $1,324  million in the first quarter of 1998, an increase of 11.8% from
$1,184 million in the first quarter of 1997.  EBITDA  increased  10.3% to $1,498
million for the three  months  ended March 31, 1998 from $1,358  million for the
first quarter of 1997. The increase in both EBIT and EBITDA was primarily due to
lower SG&A  expenses.  SG&A  expense  decreases  are a result of AT&T's  plan to
target  and  retain  the most  profitable  customers.  SG&A  reductions  include
significantly lower marketing and sales expenses as a result of better targeting
and efficiency gains in customer  acquisition  efforts.  AT&T has also increased
its use of  alternative  distribution  channels,  including  One  Rate  On-line.
Additionally,  AT&T has focused it customer  retention  techniques  through data
base mining and consolidation of marketing  messages.  As a result,  spending on
telemarketing  and direct mail  declined  for the quarter  compared to the first
quarter of 1997.

OTHER ITEMS
Capital additions  decreased $91 million, or 54.8%, to $76 million for the three
month  period ended March 31,  1998,  from $167 million in the first  quarter of
1997.

Total assets  decreased to $7,031 million at March 31, 1998, from $7,923 million
at December 31, 1997. The decrease is due primarily to the January  reallocation
of shared network assets.


<PAGE>                                                   AT&T Form 10-Q - Part I

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION


WIRELESS SERVICES
Wireless  services  results  include sales of wireless  services and products to
customers in 850 MHz cellular markets and 1.9 GHz markets. Also included are the
results of the messaging, aviation communications,  and wireless data divisions,
as  well  as the  costs  associated  with  the  development  of  fixed  wireless
technology.  The  impact  of the new 1.9 GHz  markets,  wireless  data,  two-way
messaging and fixed wireless development are discussed as "new wireless services
businesses"; all other wireless results are reflected as "core" businesses.

                                            Three months
                                                ended
                                              March 31,          Change
$ in millions                           1998          1997     $       %
Revenue..............................$ 1,113       $ 1,040   $  73    7.0%

EBIT.................................     (2)          (31)     29   94.0%
EBIT excluding two-way messaging
  charge.............................     (2)          129    (131)(101.4)%
EBITDA...............................    251           246       5    2.2%
EBITDA excluding two-way messaging
  charge.............................    251           326     (75) (22.9)%

OTHER ITEMS
Capital additions....................$   168       $   329   $(161) (49.1)%

                                   At March 31,   At Dec. 31,
                                        1998          1997
Total assets.........................$18,277       $18,540



REVENUE
Wireless  services  revenue grew $73 million,  or 7.0%,  in the first quarter of
1998 compared with the first quarter of 1997,  driven by growth in both core and
new wireless services businesses. Core revenue increased 4.3% to $1,083 million,
while  revenue from new  wireless  services  businesses  was $30 million for the
quarter  compared  to $2 million  for the same  period  last year.  Consolidated
subscribers,  those markets in which AT&T owns a controlling interest, increased
16.9% to 6.159  million  from 5.270  million  in the prior  year first  quarter.
Consolidated  subscribers include well over 100,000 users in AT&T's ten emerging
1.9 GHz markets.  Net subscriber  adds  decreased  22.6% in the first quarter to
195,000 from 251,000 in the prior year first quarter.

<PAGE>                                                   AT&T Form 10-Q - Part I

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Total  cellular  customers  served by  companies  in which  AT&T has or shares a
controlling  interest  increased  15.3% to 8.371 million at March 31, 1998, from
7.261  million at March 31, 1997.  At March 31, 1998,  there were 1.329  million
messaging  subscribers compared to 1.185 million, or a 12.2% increase,  compared
to a year ago.

Average  revenue  per  cellular  subscriber  continued  to  decline  to $50  per
subscriber  in the first  quarter of 1998,  or 10.2%,  compared  with $56 in the
first quarter of 1997. This decline reflects the competitive  environment in the
industry and AT&T's strategic decision to adjust prices on many of it's high end
rate plans as a customer retention tool. Average revenue per cellular subscriber
is expected to be essentially flat throughout 1998.

AT&T has acted aggressively to convert the wireless  subscriber base from analog
to  digital  service.  This  conversion  contributes  to  higher  costs  in  the
short-term,  but is expected to contribute to lower customer  churn. As of March
31, 1998,  approximately 35% of AT&T's consolidated  subscribers were on digital
plans compared to approximately 20% a year ago.

AT&T  continues  to find ways to grow its  wireless  services  business.  In the
second quarter AT&T announced AT&T Digital One-Rate, the first one-rate national
wireless service price plan.

EBIT/EBITDA
EBIT was  negative $2 million in the first  quarter of 1998,  a decrease of $131
million,  or  101.4%,  from $129  million  in the first  quarter  of 1997  after
adjusting for the first quarter 1997 two-way messaging charge.  The decrease was
due  primarily to higher  losses for new  wireless  services  businesses  in the
current year  compared to the prior year first  quarter.  Adjusted  EBIT for new
wireless  services  businesses was negative $156 million in the first quarter of
1998,  compared to negative $45 million in the first quarter of 1997.  Core EBIT
was $154 million in the first quarter of 1998,  compared to $174 million for the
same period last year.

EBITDA was $251 million in the first quarter of 1998, a decrease of $75 million,
or 22.9%, from $326 million in the first quarter of 1997 after adjusting for the
first quarter 1997 two-way messaging charge. Core EBITDA was $363 million in the
first quarter,  compared to $360 million for the same period last year. Adjusted
EBITDA for new wireless  services  businesses  was negative  $112 million in the
first quarter of 1998,  compared to negative $34 million in the first quarter of
1997.

OTHER ITEMS
Capital  additions  decreased  $161  million to $168 million for the three month
period ended March 31, 1998, compared with $329 million for the first quarter of
1997.  Capital spending in 1998 was directed  primarily at expanding coverage in
new and traditional markets.

Total assets were  $18,277  million at March 31,  1998,  and $18,540  million at
December 31, 1997.

<PAGE>                                                   AT&T Form 10-Q - Part I

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION


NEW WIRELESS SERVICES BUSINESSES

                                           Three months
                                               ended
                                             March 31,           Change
$ in millions                          1998           1997      $       %
Revenue..............................$   30         $    2   $  28     NMF

EBIT.................................  (156)          (205)     49    23.7%
EBIT excluding two-way charge........  (156)           (45)   (111) (248.2)%
EBITDA...............................  (112)          (114)      2     1.7%
EBITDA excluding two-way charge......  (112)           (34)    (78) (228.6)%

OTHER ITEMS
Capital additions....................$   82         $  168   $ (86)  (51.5)%

                                   At March 31,   At Dec. 31,
                                       1998           1997
Total assets.........................$4,457         $4,417


OTHER AND CORPORATE
Other and  corporate  includes  AT&T  Solutions,  international  operations  and
ventures,  on-line  services  such  as  AT&T  WorldNet,  other  businesses,  and
corporate operations.

                                            Three months
                                                ended
                                              March 31,          Change
$ in millions                           1998          1997      $      %
Revenue..............................$   557         $ 460   $  97    21.1%

EBIT.................................   (435)         (538)    103    19.3%
EBIT excluding one-time gains,
  charges and reserve reversal.......   (501)         (638)    137    21.5%
EBITDA...............................   (319)         (454)    135    29.7%
EBITDA excluding one-time gains,
  charges and reserve reversal.......$  (385)        $(554)   $169    30.5%

REVENUE
In the first quarter of 1998, other and corporate revenue increased $97 million,
or 21.1%,  from the  first  quarter  of 1997.  The  revenue  growth in the first
quarter  was  primarily  due to  increased  revenue  from AT&T  Solutions,  AT&T
WorldNet and  international  operations and ventures,  partially  offset by AT&T
Solutions Customer Care, which was sold on March 3, 1998.

EBIT/EBITDA
Excluding  the 1998 gains and charges and the 1997  reserve  reversal,  EBIT and
EBITDA improved 21.5% and 30.5%,  respectively,  over the first quarter of 1997.
Adjusted EBIT improved by 21.5% as a result of  improvements  at AT&T Solutions,
international  operations and ventures, and AT&T WorldNet as well as a reduction
in corporate  staff.  Adjusted EBITDA improved 30.5% as a result of improvements
at  international  operations  and  ventures,  and  AT&T  WorldNet  as well as a
reduction in corporate staff.


<PAGE>                                                   AT&T Form 10-Q - Part I

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

ELIMINATIONS
Eliminations  reflects the  elimination  of revenue and profit  generated by the
sale of services between business segments.  Revenue eliminations in the quarter
were negative $340 million, while EBIT and EBITDA were both negative $3 million.

SUPPLEMENTAL DISCLOSURES

LOCAL SERVICES
Local  services for business and  residential  customers are included as part of
AT&T's business  services and consumer services  segments.  Also included within
local are the costs  associated  with corporate  staff dedicated to AT&T's local
services effort. (These costs are reported as part of other and corporate.)

                                           Three months
                                               ended
                                             March 31,          Change
$ in millions                          1998           1997     $       %
Revenue..............................$   37         $    4  $  33    779.3%

EBIT.................................  (805)          (138)  (667)  (483.9)%
EBIT excluding asset impairment
  and restructuring charge...........  (204)          (138)   (66)   (48.1)%
EBITDA...............................  (781)          (128)  (653)  (512.9)%
EBITDA excluding asset impairment
  and restructuring charge...........  (180)          (128)   (52)   (41.4)%

OTHER ITEMS
Capital additions....................$  140         $   64  $  76    119.9%

                                   At March 31,   At Dec. 31,
                                       1998           1997
Total assets.........................$1,186         $1,637

REVENUE
In the first  quarter of 1998,  revenue  increased  to $37  million,  up from $4
million in the first  quarter of 1997.  Revenue  consists  primarily of services
sold to residential customers on a TSR basis and AT&T Digital Link (ADL) service
for business customers. Growth for total local services in the first quarter was
primarily  due to  increased  revenue  from an  increased  customer  base.  AT&T
currently  offers ADL as an outbound local calling service in 49 states,  and as
an outbound and inbound service in 4 states. Local number portability,  which is
key to the provisioning of competitive local exchange services,  continues to be
an obstacle  to AT&T's  progress in offering  fully  functional  business  local
service.  AT&T's pending merger with TCG is designed to accelerate the Company's
penetration on the business local exchange market.

AT&T continues to provide local service on a TSR basis to approximately  400,000
residential  customers.  However,  the Company has  discontinued  marketing  TSR
because the current pricing structure established by the local exchange carriers
makes it impossible  for TSR to be a profitable  option.  AT&T continues to seek
alternative methods of providing local service to residential customers.  During
the first quarter AT&T recorded a pre-tax charge of $601 million  related to the
Company's  decision not to pursue Total Service  Resale (TSR) as a local service
strategy. AT&T continues its financial and operational review of the


<PAGE>                                                   AT&T Form 10-Q - Part I

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

various  alternatives  for  entering  the local  market,  including  the impacts
associated  with  the  acquisition  of  TCG.  These  reviews  may  result  in an
additional charge in 1998.

EBIT/EBITDA
EBIT,  adjusted for the asset impairment and restructuring  charge, was negative
$204  million in the first  quarter of 1998,  a decrease of 48.1% from  negative
$138 million in the first quarter of 1997. EBITDA, adjusted,  decreased 41.4% to
negative  $180 million for the three  months ended March 31, 1998 from  negative
$128 million for the first quarter of 1997.  These  decreases were primarily due
to higher  costs  associated  with  growth  in ADL and TSR.  Losses  related  to
residential local services are expected to decline as the Company further limits
its TSR activities.

OTHER ITEMS
Capital  additions  were $140 million in the first quarter of 1998,  compared to
$64 million in the same period last year.  Capital  spending for local  services
are  primarily  related to AT&T  Digital Link and other  facilities-based  local
service options.

Total assets were $1,186  million at March 31, 1998,  compared to $1,637 million
at December  31,  1997.  The  decrease is due  primarily  to the  write-down  of
software associated with the asset impairment and restructuring charge.


NEW WIRELESS SERVICES BUSINESSES
Information  related to AT&T's new wireless  services  businesses is included in
the wireless services' segment discussion.


AT&T SOLUTIONS
AT&T  Solutions is  comprised of AT&T's  outsourcing,  network  integration  and
consulting and multi-media call center businesses. The results of AT&T Solutions
are included in other and corporate.

                                           Three months
                                               ended
                                             March 31,            Change
$ in millions                          1998           1997      $      %
Revenue..............................$  218         $  156    $ 62    39.3%

EBIT.................................   (12)           (53)     41    77.6%
EBITDA...............................    21            (16)     37   229.2%

OTHER ITEMS
Capital additions....................$   20         $   17    $  3    16.3%

                                   At March 31,   At Dec. 31,
                                       1998          1997
Total assets.........................$  546        $  576

<PAGE>                                                   AT&T Form 10-Q - Part I

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION


REVENUE
Revenue grew 39.3% to $218 million in the first  quarter of 1998  compared  with
revenue of $156  million in the first  quarter  of 1997.  Revenue  growth is due
primarily  to the  outsourcing  business.  Outsourcing  revenue is  expected  to
realize strong growth in 1998 as we continue to win new business  contracts such
as Citicorp and McGraw Hill.  These contracts are valued at about $1 billion and
were signed in the first  quarter of 1998.  Including  these first quarter wins,
AT&T  Solutions  currently has a backlog of more than $3 billion under  contract
with clients such as United Healthcare,  Textron, J.P. Morgan, Merrill Lynch and
MasterCard International.

Although  not included  within  revenue,  AT&T  Solution's  also manages  AT&T's
internal  network   infrastructure,   an  operation  that  provides  information
technology  (IT)  services.  This  operation  generated $386 million in internal
billing.

EBIT/EBITDA
EBIT was negative $12 million in the first  quarter of 1998, an  improvement  of
77.6% from  negative  $53 million in the first  quarter of 1997.  EBITDA was $21
million for the three months  ended March 31, 1998 up from  negative $16 million
for the first quarter of 1997. Included in AT&T Solutions' results is the impact
of the realignment of certain  start-up network  management  operations into the
outsourcing business of AT&T Solutions.  The increase in both EBIT and EBITDA is
due to revenue growth and lower SG&A expenses.  AT&T Solutions remains on target
to turn profitable by the end of 1998.

<PAGE>                                                   AT&T Form 10-Q - Part I

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION


OTHER ITEMS
Capital  additions  were $20 million for the three month  period ended March 31,
1998, compared to $17 million in the first quarter of 1997. Approximately 50% of
capital  additions in the first  quarter of 1998 were  related to servicing  the
internal network infrastructure of AT&T.

Total assets were $546  million at March 31,  1998,  compared to $576 million at
December 31,  1997.  Approximately  53% of total assets in the first  quarter of
1998 were related to servicing the internal network infrastructure of AT&T.



WORLDNET AND OTHER ON-LINE SERVICES
WorldNet and other  on-line  services  includes AT&T  WorldNet  Internet  access
service for residential and business consumers (included in other and corporate)
as well as web site hosting and other electronic  commerce services (included in
business services).

                                           Three months
                                               ended
                                             March 31,           Change
$ in millions                          1998           1997      $       %
Revenue..............................$   79         $   40    $ 39    97.4%

EBIT.................................  (109)          (159)     50    31.7%
EBITDA...............................   (95)          (152)     57    37.7%

OTHER ITEMS
Capital additions....................$    7         $   12    $ (5)  (39.7)%

                                   At March 31,   At Dec. 31,
                                       1998           1997
Total assets.........................$  361         $  334


REVENUE
Revenue grew $39 million,  or 97.4%,  in the first quarter of 1998 compared with
the first quarter of 1997 due primarily to continued  growth in AT&T  WorldNet's
residential  subscriber base.  WorldNet  subscribers were 1.085 million at March
31, 1998,  from .884 million at March 31, 1997, an increase of 22.7% compared to
prior  year.  Average  revenue per  customer  continues  to increase  due to the
expiration of AT&T  WorldNet's  initial  promotional  price programs in favor of
regular monthly rates of $9.95 and $19.95.  AT&T Web Site Services has more than
8 thousand  hosted sites at the end of the first  quarter of 1998  compared with
approximately 3 thousand at the end of the first quarter of 1997.

AT&T  continues  to explore new ways of growing its  internet  access  business,
primarily  through AT&T  WorldNet  and other  on-line  businesses.  In the first
quarter of this year AT&T announced a  long-distance  offer  targeting  internet
access customers. Also in the first quarter, AT&T WorldNet customers can sign up
for long-distance  services via AT&T's web site and receive a rate of nine cents
per minute. Additionally, AT&T entered into alliances with Lycos, Inc., Infoseek
Corporation and Excite,  Inc. to offer  multi-media  internet  applications  and
other services.


<PAGE>                                                   AT&T Form 10-Q - Part I

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION


EBIT/EBITDA
EBIT was negative $109 million in the first quarter of 1998, an  improvement  of
31.7% from negative $159 million in the first quarter of 1997.  EBITDA  improved
37.7% to negative  $95 million  for the three  months  ended March 31, 1998 from
negative $152 million for the first quarter of 1997.  This  improvement  in both
EBIT and  EBITDA was  primarily  due to revenue  growth and  customer  care cost
efficiencies for AT&T WorldNet.

OTHER ITEMS
Capital  additions  were $7 million for the three month  period  ended March 31,
1998, compared to $12 million in the first quarter of 1997.

Total assets were $361  million at March 31,  1998,  compared to $334 million at
December 31, 1997.

INTERNATIONAL OPERATIONS AND VENTURES
International  operations  and ventures  includes  AT&T's  consolidated  foreign
operations, the Company's transit and reorigination businesses, on-line services
in the  Asia/Pacific  region,  as well as the equity  earnings/losses  of AT&T's
non-consolidated joint ventures.  International operations and ventures does not
include  bilateral   international   long-distance   traffic.   The  results  of
international operations and ventures are included in other and corporate.

                                           Three months
                                               ended
                                             March 31,            Change
$ In millions                          1998           1997      $       %
Revenue..............................$  179         $  148   $  31    20.7%

EBIT.................................   (63)          (128)     65    50.8%
EBITDA...............................   (46)          (114)     68    60.2%

OTHER ITEMS
Capital additions....................$   31         $  146   $(115)  (78.8)%

                                   At March 31,   At Dec. 31,
                                       1998           1997
Total assets.........................$1,436         $1,837


<PAGE>                                                   AT&T Form 10-Q - Part I

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION


REVENUE
Revenue grew 20.7% to $179  million in the first  quarter of 1998 as compared to
$148 million for the same period last year.  This  increase was driven by growth
in  reorigination  and AT&T  Communications  Services  UK,  partially  offset by
declines in certain  non-strategic  businesses,  some of which were exited since
the first  quarter of 1997.  Revenue  from  continuing  strategic  international
operations grew 53.4% compared to the first quarter of 1997.

EBIT/EBITDA
EBIT was negative $63 million in the first  quarter of 1998, an  improvement  of
50.8% from negative $128 million in the first quarter of 1997.  EBITDA  improved
60.2% to negative  $46 million  for the three  months  ended March 31, 1998 from
negative $114 million for the first quarter of 1997.  This increase in both EBIT
and EBITDA was primarily due to revenue growth and lower costs  associated  with
operational  improvements  in consolidated  international  operations as well as
lower  costs  required  to  support  both   consolidated  and   non-consolidated
international operations.

OTHER ITEMS
Capital  additions  were $31 million for the three month  period ended March 31,
1998, compared to $146 million for the first quarter of 1997.

Total assets were $1,436  million at March 31, 1998,  compared to $1,837 million
at December 31, 1997. The decrease is due primarily to the decrease in cash as a
result of the  repatriation of funds to the United States in preparation for the
sales of non-strategic businesses.


<PAGE>                                                   AT&T Form 10-Q - Part I

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

FINANCIAL CONDITION

MARCH 31, 1998 VERSUS DECEMBER 31, 1997

                                      March 31,   December 31,      Change

$ in millions                           1998          1997        $        %
Total assets.........................$56,905       $58,635    $(1,730)   (3.0)%
Total assets-continuing operations...$55,886       $57,534    $(1,648)   (2.9)%

Total assets  decreased $1,730 million,  or 3.0%,  primarily due to decreases in
property, plant and equipment,  other receivables and investments.  The decrease
in property,  plant and  equipment is primarily  due to the  write-down of local
assets and the sale of AT&T Solutions Customer Care. Other receivables represent
funding of UCS receivables by AT&T. The decrease in other  receivables is driven
by lower  cardholder  receivables  resulting  from the paydown of high  year-end
balances, which reflected holiday spending. The decrease in investments reflects
the sale of LIN-TV.

Total liabilities decreased $2,363 million, or 6.6%. This decrease is mainly due
to  decreases in debt,  payroll and benefit  liabilities,  accounts  payable and
long-term  deferred  taxes  partially  offset by an  increase  in other  current
liabilities.  The decreases in both long- and  short-term  debt is mainly due to
the paydown of commercial paper with a portion of the proceeds from the sales of
LIN-TV and AT&T Solutions Customer Care as well as lower funding requirements at
UCS resulting  from lower  cardholder  receivables.  The decrease in payroll and
benefit  liabilities  primarily reflects the payout of 1997 employees'  bonuses.
Accounts payable declined  primarily due to the paydown of high year-end capital
accruals.  The decrease in  long-term  deferred  taxes is  primarily  due to the
write-down of local assets as well as benefits related to a foreign legal entity
restructuring.  The increase in other  current  liabilities  is driven by higher
current accrued income taxes which include the impact of the sales of LIN-TV and
AT&T Solutions Customer Care.

Total  shareowners'  equity  increased $633 million,  or 2.8%,  primarily due to
current quarter net income partially offset by dividends declared.

The ratio of total debt to total  capital,  (total  debt and  equity)  was 28.2%
including debt related to UCS.  AT&T's debt ratio,  net of cash, was 27.7% as of
March 31, and is  expected  to decline to less than 10% after the sale of UCS to
Citibank, which closed on April 2, 1998.

In the  normal  course of  business,  AT&T  uses  certain  derivative  financial
instruments,  mainly  interest  rate swaps and foreign  currency  exchange  rate
contracts.  The interest rate swaps and foreign  currency  contracts and options
allow the  Company  to manage  its  exposures  to  changing  interest  rates and
currency exchange rates. AT&T does not use derivative financial  instruments for
speculative purposes. Credit policies are designed to limit the risks of dealing
with other parties to these instruments. In management's view, the risks to AT&T
from using these  derivative  financial  instruments  are small and the benefits
include  more  stable  earnings  in periods  when  interest  rates and  currency
exchange rates are changing.

<PAGE>                                                   AT&T Form 10-Q - Part I

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

CASH FLOWS

THREE MONTHS ENDED MARCH 31, 1998, VERSUS THREE MONTHS ENDED MARCH 31, 1997 Cash
flows  provided by operating  activities  of continuing  operations  were $1,827
million for the three months ended March 31, 1998.  This  represents an increase
of $295 million compared to the first quarter of 1997. The increase in operating
cash flow primarily  reflects  higher tax payments in 1997 than 1998  associated
with the sale of AT&T Capital Corporation.  The 1997 tax payments were partially
offset  by  first   quarter  1997  cash   receipts   from  the   collection   of
employee-related benefit receivables from Lucent Technologies. In addition, 1998
income from  continuing  operations  contained an  increased  amount of non-cash
items  such as the net  impact  of the  gains on the  sales of  LIN-TV  and AT&T
Solutions Customer Care, and the asset impairment and restructuring  charge; and
an increase in the deferred tax provision.

For three months ended March 31, 1998, cash provided by investing  activities of
$604 million  increased  $918 million  compared to a $314 million use of cash in
the first  quarter of 1997.  The increase was due primarily to the proceeds from
the sales of LIN-TV and AT&T  Solutions  Customer  Care of $742 million and $625
million,  respectively,  in the first quarter of 1998,  partially  offset by the
proceeds from the sale of Skynet received in the first quarter of 1997.

Net cash used in financing activities of $2,437 million increased $1,363 million
from $1,074 million in the first quarter of 1997.  This  primarily  reflects the
use of increased cash flows from asset  dispositions to paydown commercial paper
in 1998 and  increased  use of cash for the  purchase  of AT&T  shares  used for
employee benefit plans.

Future financing is contemplated to be arranged as necessary to meet our capital
and other  requirements  with the  timing of issue,  principal  amount  and form
depending on our needs, prevailing market and general economic conditions.

We anticipate  obtaining all necessary  external  financing through issuances of
commercial paper, long-term debt and equity, and available lines of credit.


<PAGE>                                                   AT&T Form 10-Q - Part I

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

RECENT PRONOUNCEMENTS
Beginning  with the 1998  annual  report we will adopt  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  131,  "Disclosures  about  Segments  of an
Enterprise and Related  Information." SFAS No. 131 establishes the standards for
the manner in which  public  enterprises  are required to report  financial  and
descriptive  information  about their operating  segments.  The standard defines
operating  segments as components of an enterprise for which separate  financial
information  is  available  and  evaluated  regularly  as a means for  assessing
segment performance and allocating resources to segments. A measure of profit or
loss,  total assets and other related  information  are required to be disclosed
for each  operating  segment.  In addition,  this  standard  requires the annual
disclosure of:  information  concerning  revenues  derived from the enterprise's
products or services;  countries in which it earns revenues or holds assets, and
major customers.

In February 1998, the Financial  Accounting Standards Board issued SFAS No. 132,
"Employers' Disclosure about Pensions and Other Postretirement  Benefits." Among
other provisions,  it standardizes  certain disclosure  requirements for pension
and other postretirement benefits, requires additional information on changes in
the benefit  obligations and fair values of plan assets,  and eliminates certain
other  disclosures.  The standard is effective for fiscal years  beginning after
December  15, 1997.  For AT&T this means that the standard is effective  for the
1998 annual  report.  Since the  standard  applies only to the  presentation  of
pension  and  other  postretirement  benefit  information,  it will not have any
impact on AT&T's results of operations, financial position or cash flows.

In March 1998, the American  Institute of Certified  Public  Accountants  issued
Statement of Position (SOP) 98-1, "Accounting for the Costs of Computer Software
Developed  or  Obtained  for  Internal  Use." Among  other  provisions,  the SOP
requires that  entities  capitalize  certain  internal-use  software  costs once
certain  criteria are met. The SOP is effective  for  financial  statements  for
fiscal  years  beginning  after  December 15,  1998,  though  early  adoption is
encouraged. For AT&T this means that it must be adopted no later than January 1,
1999.  If AT&T  elects  to  adopt  the SOP  earlier  than  the  effective  date,
restatement  of  interim  periods  during  the  year of  adoption  is  required.
Management is currently  assessing the impact on AT&T's  consolidated  financial
statements.


<PAGE>                                                   AT&T Form 10-Q - Part I

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION


OTHER DEVELOPMENTS
January 8, 1998,  AT&T  signed a  definitive  merger  agreement  with TCG for an
all-stock transaction.  Under the agreement each TCG share will be exchanged for
 .943 of an AT&T share. The merger is subject to regulatory approvals and certain
other  conditions  as well as the  receipt of  opinions  that the merger will be
tax-free to TCG shareowners.  The transaction is expected to close in the second
half of 1998. We expect to issue approximately 190 million shares.

On March 3, 1998, AT&T agreed to sell WOOD-TV,  its television  station in Grand
Rapids,   Michigan,   for  approximately   $123  million,   subject  to  certain
adjustments, which is expected to close in the second quarter of 1998.

On April 2, 1998,  AT&T sold UCS for  approximately  $3.5  billion to  Citibank.
Included  in the sale was the  signing  of a  co-branding  and  joint  marketing
agreement.  In addition,  we received $5.7 billion as settlement of  receivables
from UCS.

CLARIFICATION
Page 30 of the 1997 Annual Report contains a map of the United States displaying
AT&T  Wireless  Services  Licenses  Footprint by cellular  markets  (blue),  PCS
markets (red) and partnership  markets (yellow).  The labels should have been as
follows:  cellular  markets (red),  PCS markets (blue) and  partnership  markets
(yellow).

<PAGE>                                                   AT&T Form 10-Q - Part I


FORWARD LOOKING STATEMENTS
Except  for  the  historical   statements  and  discussions   contained  herein,
statements  contained in this Report on Form 10-Q  constitute  "forward  looking
statements"  within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Any Form 10-K, Annual Report
to  Shareowners,  Form  10-Q or Form 8-K of AT&T  may  include  forward  looking
statements, including statements concerning future operating performance, AT&T's
share of new and  existing  markets,  AT&T's  short- and  long-term  revenue and
earnings growth rates, and general industry growth rates and AT&T's  performance
relative  thereto.  These  forward  looking  statements  rely  on  a  number  of
assumptions concerning future events,  including the adoption and implementation
of balanced and effective  rules and regulations by the FCC and the state public
regulatory  agencies,  and  AT&T's  ability  to  achieve  a  significant  market
penetration in new markets.  These forward  looking  statements 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.

For a more complete discussion of the factors that could cause actual results to
differ  materially  from such forward  looking  statements,  see the  discussion
thereof  contained  under  the  heading  "Forward  Looking  Statements"  in  the
Company's  Form 10-K for the year ended  December 31, 1997.  Readers should also
consider the factors  discussed  under the headings  "Results of Operations" and
"Financial  Condition"  included in this Form 10-Q. 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.


<PAGE>                                                  AT&T Form 10-Q - Part II
Item 5. Other Information

AT&T Quarterly Consolidated Statements of Income*
(Dollars in millions except per share amounts)
(Unaudited)
                                                                            Year
                                      For the three months ended          Ended
                                  Mar. 31  June 30  Sept. 30   Dec. 31  Dec. 31
                                     1997     1997      1997      1997     1997
REVENUES
Business services                 $ 5,428  $ 5,556   $ 5,561   $ 5,485  $22,030
Consumer services                   5,928    5,873     5,977     5,749   23,527
Wireless services                   1,040    1,116     1,125     1,155    4,436
Other and corporate                   460      527       559       665    2,211
Eliminations                         (308)    (344)     (319)     (341)  (1,312)
Total revenues                     12,548   12,728    12,903    12,713   50,892

OPERATING EXPENSES
Access and other interconnection    4,252    4,231     3,957     3,840   16,280
Network and other communications
  services                          2,134    2,261     2,325     2,218    8,938
Depreciation and amortization         930      911       978     1,008    3,827
Selling, general and administrative 3,593    3,814     3,868     3,604   14,879
Total operating expenses           10,909   11,217    11,128    10,670   43,924

Operating income                    1,639    1,511     1,775     2,043    6,968

Other income - net                    168       56       127        65      416
Interest expense                       52       56        44        39      191
Income from continuing operations
  before income taxes               1,755    1,511     1,858     2,069    7,193
Provision for income taxes            667      583       725       746    2,721
Income from continuing operations   1,088      928     1,133     1,323    4,472
Income from discontinued operations
  (net of taxes of $25, $18, $6, $1,
   and $50)                            38       31        20        11      100
Gain on sale of discontinued
  operations (net of taxes of $43)      -        -        66         -       66
NET INCOME                          1,126  $   959   $ 1,219   $ 1,334  $ 4,638

Weighted average common shares
  and potential common shares
  (millions)**                      1,628    1,627     1,629     1,637    1,630

PER COMMON SHARE (BASIC):
Income from continuing
  operations                      $  0.67  $  0.57   $  0.69   $  0.81  $  2.75
Income from discontinued
  operations                         0.02     0.02      0.02      0.01     0.06
Gain on sale of discontinued
  operations                            -        -      0.04         -     0.04
NET INCOME                        $  0.69  $  0.59   $  0.75   $  0.82  $  2.85

PER COMMON SHARE (DILUTED):
Income from continuing
  operations                      $  0.67  $  0.57   $  0.69   $  0.81  $  2.74
Income from discontinued
  operations                         0.02     0.02      0.02         -     0.06
Gain on sale of discontinued
  operations                            -        -      0.04         -     0.04
NET INCOME                        $  0.69  $  0.59   $  0.75   $  0.81  $  2.84

Dividends declared per
  common share                    $  0.33  $  0.33   $  0.33   $  0.33  $  1.32

* Amounts have been reclassified to conform to current presentation.

**Amounts  represent  the  weighted-average  shares  assuming  dilution from the
potential  exercise  of stock  options.  Amounts  are  reduced by 4  million,  2
million,  4 million,  12 million and 5 million for the three month periods ended
March 31, 1997, June 30, 1997,  September 30, 1997 and December 31, 1997 and for
the year to date period ended December 31, 1997, respectively.


<PAGE>                                                  AT&T Form 10-Q - Part II

AT&T Quarterly Segment Disclosures
(Dollars in millions)
(Unaudited)                          For the three months ended            Year
                                                                           Ended
                           Mar. 31    June 30    Sept. 30    Dec. 31    Dec. 31
                              1997       1997        1997       1997       1997

Business services
 Revenue                   $ 5,428   $  5,556    $  5,561   $  5,485    $22,030
 EBITDA                      1,604      1,467       1,565      1,713      6,349
 EBIT                        1,193      1,051       1,110      1,238      4,592
 Capital additions             489        815       1,144      1,637      4,085
 Total assets                                                            15,030

Consumer services
 Revenue                   $ 5,928    $ 5,873     $ 5,977    $ 5,749    $23,527
 EBITDA                      1,358      1,250       1,550      1,725      5,883
 EBIT                        1,184      1,058       1,330      1,522      5,094
 Capital additions             167        152         239        363        921
 Total assets                                                             7,923

Wireless services
 Revenue                   $ 1,040    $ 1,116     $ 1,125    $ 1,155    $ 4,436
 EBITDA                        246        377         367        238      1,228
 EBIT                          (31)       159         142         (5)       265
 Capital additions             329        794         419        616      2,158
 Total assets                                                            18,540

Other and corporate
 Revenue                   $   460    $   527     $   559    $   665    $ 2,211
 EBITDA                       (454)      (597)       (585)      (540)    (2,176)
 EBIT                         (538)      (700)       (679)      (643)    (2,560)
 Capital additions             210        279         179        314        982
 Total assets                                                            16,041

Eliminations
 Revenue                   $  (308)   $  (344)    $  (319)   $  (341)   $(1,312)
 EBITDA                         (1)        (1)         (1)        (4)        (7)
 EBIT                           (1)        (1)         (1)        (4)        (7)

Total AT&T*
 Revenue                   $12,548    $12,728     $12,903    $12,713    $50,892
 EBITDA                      2,753      2,496       2,896      3,132     11,277
 EBIT                        1,807      1,567       1,902      2,108      7,384
 Capital additions           1,195      2,040       1,981      2,930      8,146
 Total assets -
   continuing ops.                                                       57,534

* Amounts have been reclassified to conform to current presentation.

<PAGE>                                                  AT&T Form 10-Q - Part II


AT&T Quarterly Supplemental Disclosures
(Dollars in millions)
(Unaudited)                         For the three months ended             Year
                                                                           Ended
                           Mar. 31    June 30    Sept. 30    Dec. 31    Dec. 31
                              1997       1997        1997       1997       1997

International operations
  and ventures
 Revenue                     $ 148      $ 168       $ 178      $ 218     $  712
 EBITDA                       (114)      (114)        (71)       (39)      (338)
 EBIT                         (128)      (133)        (82)       (56)      (399)
 Capital additions             146        162          69        119        496
 Total assets                                                             1,837

Local services
 Revenue                     $   4      $   9       $  16      $  39     $   68
 EBITDA                       (128)      (214)       (206)      (267)      (815)
 EBIT                         (138)      (229)       (226)      (293)      (886)
 Capital additions              64        164         222        390        840
 Total assets                                                             1,637

AT&T Solutions
 Revenue                     $ 156      $ 186       $ 204      $ 239     $  785
 EBITDA                        (16)       (13)          1         22         (6)
 EBIT                          (53)       (50)        (37)       (14)      (154)
 Capital additions              17         20          28         53        118
 Total assets                                                               576

New wireless services
  businesses
 Revenue                     $   2      $   3       $   6      $  15     $   26
 EBITDA                       (114)       (49)        (80)      (183)      (426)
 EBIT                         (205)       (54)        (97)      (203)      (559)
 Capital additions             168        615         248        307      1,338
 Total assets                                                             4,417

WorldNet & other on-line
  services
 Revenue                     $  40      $  51       $  61      $  67     $  219
 EBITDA                       (152)      (145)       (117)      (109)      (523)
 EBIT                         (159)      (152)       (124)      (118)      (553)
 Capital additions              12         15          51         40        118
 Total assets                                                               334

<PAGE>                                                  AT&T Form 10-Q - Part II



                    NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
                              (Dollars in Millions)
                                   (Unaudited)

Item 6. Exhibits and Reports on Form 8-K.

(a)           Exhibits

              Exhibit Number

                      12       Computation of Ratio of Earnings to Fixed Charges

                      27       Financial Data Schedule

(b)           Reports on Form 8-K

              Form 8-K  dated  January  8,  1998 was  filed  pursuant  to Item 2
              (Acquisitions  or  Dispositions  of Assets) and Item 7  (Financial
              Statements and  Exhibits).  Form 8-K dated March 2, 1998 was filed
              pursuant to Item 5 (Other Events) and Item 7.

<PAGE>                                                            AT&T Form 10-Q

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




                                   AT&T Corp.



                                 /s/ M. B. Tart
                                  ------------------------------
                                 By: M. B. Tart
                                       Vice President and Controller
                                       (Principal Accounting Officer)



Date May 13, 1998

<PAGE>                                                            AT&T Form 10-Q


                                  Exhibit Index


Exhibit
Number

12                           Computation of Ratio of Earnings to Fixed Charges

27                           Financial Data Schedule



                                                                      Exhibit 12

                                                                       Form 10-Q
                                                                   For the Three
                                                                    Months Ended
                                                                  March 31, 1998


                                   AT&T Corp.
                Computation of Ratio of Earnings to Fixed Charges

                              (Dollars in Millions)
                                   (Unaudited)




Income from Continuing Operations
  Before Income Taxes .................................     $2,042

Less Interest Capitalized during
  the Period...........................................         57

Add Equity Investment Losses, net of distributions
  of Less than 50% Owned Affiliates....................         71

Add Fixed Charges......................................        170

Total Earnings from Continuing
  Operations Before Income Taxes
  and Fixed Charges....................................     $2,226



Fixed Charges

Total Interest Expense Including Capitalized Interest..     $  105

Interest Portion of Rental Expense.....................         65

    Total Fixed Charges................................     $  170

Ratio of Earnings to Fixed Charges.....................       13.1


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>

This  schedule  contains  summary  financial   information  extracted  from  the
unaudited  consolidated  balance  sheet of AT&T Corp.  at March 31, 1998 and the
unaudited  consolidated  statement  of income for the  three-month  period ended
March 31, 1998 and is qualified  in its entirety by reference to such  financial
statements.

</LEGEND>
<MULTIPLIER>                                   1,000,000
       
<S>                                            <C>
<PERIOD-TYPE>                                  3-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 JAN-01-1998
<PERIOD-END>                                   MAR-31-1998
<CASH>                                         231
<SECURITIES>                                   0
<RECEIVABLES>                                  9,536
<ALLOWANCES>                                   1,008
<INVENTORY>                                    0
<CURRENT-ASSETS>                               15,738
<PP&E>                                         44,572
<DEPRECIATION>                                 22,659
<TOTAL-ASSETS>                                 56,905
<CURRENT-LIABILITIES>                          15,391
<BONDS>                                        6,293
                          0
                                    0
<COMMON>                                       1,624
<OTHER-SE>                                     21,656
<TOTAL-LIABILITY-AND-EQUITY>                   56,905
<SALES>                                        0
<TOTAL-REVENUES>                               12,631
<CGS>                                          0
<TOTAL-COSTS>                                  11,241
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               355
<INTEREST-EXPENSE>                             48
<INCOME-PRETAX>                                2,042
<INCOME-TAX>                                   726
<INCOME-CONTINUING>                            1,316
<DISCONTINUED>                                 10
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   1,326
<EPS-PRIMARY>                                  0.82
<EPS-DILUTED>                                  0.81
        

</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>

This  schedule  contains  summary  financial   information  extracted  from  the
unaudited  consolidated balance sheet of AT&T Corp. at December 31, 1997 and the
unaudited  consolidated  statement of income for the  twelve-month  period ended
December  31,  1997  and is  qualified  in its  entirety  by  reference  to such
financial statements.

</LEGEND>
<MULTIPLIER>                                   1,000,000
       
<S>                                            <C>
<PERIOD-TYPE>                                  12-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   DEC-31-1997
<CASH>                                         145
<SECURITIES>                                   0
<RECEIVABLES>                                  9,550
<ALLOWANCES>                                   977
<INVENTORY>                                    0
<CURRENT-ASSETS>                               16,179
<PP&E>                                         44,563
<DEPRECIATION>                                 21,853
<TOTAL-ASSETS>                                 58,635
<CURRENT-LIABILITIES>                          16,942
<BONDS>                                        6,826
                          0
                                    0
<COMMON>                                       1,624
<OTHER-SE>                                     21,023
<TOTAL-LIABILITY-AND-EQUITY>                   58,635
<SALES>                                        0
<TOTAL-REVENUES>                               50,892
<CGS>                                          0
<TOTAL-COSTS>                                  43,924
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               1,510
<INTEREST-EXPENSE>                             191
<INCOME-PRETAX>                                7,193
<INCOME-TAX>                                   2,721
<INCOME-CONTINUING>                            4,472
<DISCONTINUED>                                 166
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   4,638
<EPS-PRIMARY>                                  2.85
<EPS-DILUTED>                                  2.84
        

</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>

This  schedule  contains  summary  financial   information  extracted  from  the
unaudited consolidated balance sheet of AT&T Corp. at September 30, 1997 and the
unaudited  consolidated  statement  of income for the  nine-month  period  ended
September  30,  1997 and is  qualified  in its  entirety  by  reference  to such
financial statements.

</LEGEND>
<MULTIPLIER>                                   1,000,000
       
<S>                                            <C>
<PERIOD-TYPE>                                  9-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   SEP-30-1997
<CASH>                                         186
<SECURITIES>                                   0
<RECEIVABLES>                                  9,927
<ALLOWANCES>                                   1,046
<INVENTORY>                                    0
<CURRENT-ASSETS>                               15,632
<PP&E>                                         42,387
<DEPRECIATION>                                 21,423
<TOTAL-ASSETS>                                 56,449
<CURRENT-LIABILITIES>                          15,957
<BONDS>                                        7,054
                          0
                                    0
<COMMON>                                       1,625
<OTHER-SE>                                     20,359
<TOTAL-LIABILITY-AND-EQUITY>                   56,449
<SALES>                                        0
<TOTAL-REVENUES>                               38,179
<CGS>                                          0
<TOTAL-COSTS>                                  33,254
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               1,178
<INTEREST-EXPENSE>                             152
<INCOME-PRETAX>                                5,124
<INCOME-TAX>                                   1,975
<INCOME-CONTINUING>                            3,149
<DISCONTINUED>                                 155
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   3,304
<EPS-PRIMARY>                                  2.03
<EPS-DILUTED>                                  2.03
        

</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>

This  schedule  contains  summary  financial   information  extracted  from  the
unaudited  consolidated  balance  sheet of AT&T Corp.  at June 30,  1997 and the
unaudited  consolidated  statement of income for the six-month period ended June
30,  1997 and is  qualified  in its  entirety  by  reference  to such  financial
statements.

</LEGEND>
<MULTIPLIER>                                   1,000,000
       
<S>                                            <C>
<PERIOD-TYPE>                                  6-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   JUN-30-1997
<CASH>                                         22
<SECURITIES>                                   0
<RECEIVABLES>                                  9,593
<ALLOWANCES>                                   987
<INVENTORY>                                    0
<CURRENT-ASSETS>                               15,056
<PP&E>                                         40,683
<DEPRECIATION>                                 20,755
<TOTAL-ASSETS>                                 54,946
<CURRENT-LIABILITIES>                          15,047
<BONDS>                                        7,216
                          0
                                    0
<COMMON>                                       1,625
<OTHER-SE>                                     19,683
<TOTAL-LIABILITY-AND-EQUITY>                   54,946
<SALES>                                        0
<TOTAL-REVENUES>                               25,276
<CGS>                                          0
<TOTAL-COSTS>                                  22,126
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               809
<INTEREST-EXPENSE>                             108
<INCOME-PRETAX>                                3,266
<INCOME-TAX>                                   1,250
<INCOME-CONTINUING>                            2,016
<DISCONTINUED>                                 69
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   2,085
<EPS-PRIMARY>                                    1.28
<EPS-DILUTED>                                  1.28
        

</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>

This  schedule  contains  summary  financial   information  extracted  from  the
unaudited  consolidated  balance  sheet of AT&T Corp.  at March 31, 1997 and the
unaudited  consolidated  statement  of income for the  three-month  period ended
March 31, 1997 and is qualified  in its entirety by reference to such  financial
statements.

</LEGEND>
<MULTIPLIER>                                   1,000,000
       
<S>                                            <C>
<PERIOD-TYPE>                                  3-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   MAR-31-1997
<CASH>                                         198
<SECURITIES>                                   0
<RECEIVABLES>                                  9,687
<ALLOWANCES>                                   999
<INVENTORY>                                    0
<CURRENT-ASSETS>                               15,724
<PP&E>                                         39,458
<DEPRECIATION>                                 20,152
<TOTAL-ASSETS>                                 54,461
<CURRENT-LIABILITIES>                          14,464
<BONDS>                                        7,867
                          0
                                    0
<COMMON>                                       1,624
<OTHER-SE>                                     19,242
<TOTAL-LIABILITY-AND-EQUITY>                   54,461
<SALES>                                        0
<TOTAL-REVENUES>                               12,548
<CGS>                                          0
<TOTAL-COSTS>                                  10,909
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               430
<INTEREST-EXPENSE>                             52
<INCOME-PRETAX>                                1,755
<INCOME-TAX>                                   667
<INCOME-CONTINUING>                            1,088
<DISCONTINUED>                                 38
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   1,126
<EPS-PRIMARY>                                  0.69
<EPS-DILUTED>                                  0.69
        

</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>

This  schedule  contains  summary  financial   information  extracted  from  the
unaudited  consolidated balance sheet of AT&T Corp. at December 31, 1996 and the
unaudited  consolidated  statement of income for the  twelve-month  period ended
December  31,  1996  and is  qualified  in its  entirety  by  reference  to such
financial statements.

</LEGEND>
<MULTIPLIER>                                   1,000,000
       
<S>                                            <C>
<PERIOD-TYPE>                                  12-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   DEC-31-1996
<CASH>                                         0
<SECURITIES>                                   0
<RECEIVABLES>                                  9,911
<ALLOWANCES>                                   942
<INVENTORY>                                    0
<CURRENT-ASSETS>                               17,073
<PP&E>                                         39,385
<DEPRECIATION>                                 19,649
<TOTAL-ASSETS>                                 55,382
<CURRENT-LIABILITIES>                          16,151
<BONDS>                                        7,883
                          0
                                    0
<COMMON>                                       1,623
<OTHER-SE>                                     18,672
<TOTAL-LIABILITY-AND-EQUITY>                   55,382
<SALES>                                        0
<TOTAL-REVENUES>                               50,201
<CGS>                                          0
<TOTAL-COSTS>                                  41,438
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               1,514
<INTEREST-EXPENSE>                             343
<INCOME-PRETAX>                                8,810
<INCOME-TAX>                                   3,237
<INCOME-CONTINUING>                            5,573
<DISCONTINUED>                                 335
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   5,908
<EPS-PRIMARY>                                  3.67
<EPS-DILUTED>                                  3.66
        

</TABLE>


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