Exhibit 23.02

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this
Prospectus/Registration Statement on Amendment No. 1 to Form S-3 of our report
dated March 16, 2001, except for Note 6 as to which the date is May 29, 2001,
and Note 23 as to which the date is August 10, 2001, relating to the
consolidated financial statements which appears in AT&T Corp.'s Current Report
on Form 8-K filed on September 24, 2001. We also consent to the incorporation by
reference of our report dated May 29, 2001 relating to the financial statement
schedule, which appears in such Current Report on Form 8-K. We also consent to
the reference to us under the heading "Experts" in such Registration Statement.




PricewaterhouseCoopers LLP

New York, New York
January 8, 2002



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