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                    PROXY STATEMENT PURSUANT TO SECTION 14(A)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

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                                   AT&T CORP.
                (Name of Registrant as Specified in Its Charter)

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VOTE ON THE TCI MERGER

If you own AT&T stock - whether through a broker, your savings plan or
individual shares - be sure to cast your vote on the proposed merger with TCI by
February 17, 1999. TCI is one of the country's leading cable-television
companies, and we believe this merger will help secure AT&T's long-term
leadership as a total communications provider. For more information about the
merger and the voting process, check out the AT&T Investor Relations site or
call AT&T Shareowner Services on 1-800-947-9727.





Dear Encore readers:

AT&T is taking an important step to grow and energize our business. We are
proposing a merger with Tele-Communications Inc. (TCI), one of the country's
leading cable-television companies. We believe this merger will secure our
long-term leadership in the industry by positioning AT&T as a total
communications provider for the future.

There are several ways you can help this merger succeed.

First, if you own AT&T stock -- whether through a broker, your savings plan or
individual shares -- be sure to cast your vote on the proposed merger with TCI
by February 17, 1999. Shareowners have been mailed a package that contains a
detailed proxy statement, instructions and a ballot card. (Those who own shares
through multiple sources may receive several ballots and should vote on each of
them.) AT&T's Board of Directors has carefully considered this merger and
unanimously recommends approving the proposal. But if a shareowner takes no
action at all, it will, in effect, count as a vote against the merger.

Second, if friends or family members ask you about the proposed merger, please
share with them this information:

         - By merging TCI's operations with ours, we can weave their powerful,
high-speed cable network into our AT&T Worldwide Intelligent Network, adapting
the cable facilities for handling telephone calls and more.

         - This merger will give AT&T its first direct, "broadband" connection
to customers' homes using lines we own and control.

         - Broadband is much faster and can carry more pictures, sound, data and
video than a normal phone line.

         - Broadband will allow us to offer a wider spectrum of services under
the AT&T brand, including local telephone service, long distance service,
wireless/cellular service, Internet access, and cable- and pay-television
entertainment services.

If you'd like more information about the merger and the voting process, check
out the AT&T Investor Relations site at www.att.com/ir or call AT&T Shareowner
Services on 1-800-947-9727.

And if you know other AT&T retirees who may be interested in this development,
please pass this message along.

Best wishes for the new year,

Martha Hickson
Encore magazine



Dear Resource Center Site Managers:

By proposing a merger with Tele-Communications Inc. (TCI), one of the country's
leading cable-television companies, AT&T is taking an important step to grow and
energize our business. I'd appreciate your help in getting the word out to your
clients who have retired or are about to.

Shareowners have been mailed a package that contains a detailed proxy statement,
instructions and a ballot card. (Those who own shares through multiple sources
may receive several ballots and should vote on each of them.) AT&T's Board of
Directors has carefully considered this merger and unanimously recommends
approving the proposal. But if a shareowner takes no action at all, it will, in
effect, count as a vote against the merger.

In your meetings and publications, please remind your clients to cast their
votes on the proposed merger with TCI by February 17, 1999. For more information
about the merger and the voting process, shareowners can check out the AT&T
Investor Relations site at www.att.com/ir or call AT&T Shareowner Services on
1-800-947-9727.

Thanks for your help in spreading the word and best wishes for the new year,

Martha Hickson
Encore magazine



Dear Pioneers Leaders:

By proposing a merger with Tele-Communications Inc. (TCI), one of the country's
leading cable-television companies, AT&T is taking an important step to grow and
energize our business. I'd appreciate your help in getting the word out to
retiree shareowners.

Shareowners have been mailed a package that contains a detailed proxy statement,
instructions and a ballot card. (Those who own shares through multiple sources
may receive several ballots and should vote on each of them.) AT&T's Board of
Directors has carefully considered this merger and unanimously recommends
approving the proposal. But if a shareowner takes no action at all, it will, in
effect, count as a vote against the merger.

In your next meeting, conference call or mailing, please remind retirees to cast
their votes on the proposed merger with TCI by February 17, 1999. For more
information about the merger and the voting process, retirees can check out the
AT&T Investor Relations site at www.att.com/ir or call AT&T Shareowner Services
on 1-800-947-9727.

Thanks for your help in spreading the word, and best wishes for the new year,

Martha Hickson
Encore magazine



Dear Meeting Coordinators:

By proposing a merger with Tele-Communications Inc. (TCI), one of the country's
leading cable-television companies, AT&T is taking an important step to grow and
energize our business. I'd appreciate your help in getting the word out to
retiree shareowners.

Shareowners have been mailed a package that contains a detailed proxy statement,
instructions and a ballot card. (Those who own shares through multiple sources
may receive several ballots and should vote on each of them.) AT&T's Board of
Directors has carefully considered this merger and unanimously recommends
approving the proposal. But if a shareowner takes no action at all, it will, in
effect, count as a vote against the merger.

At your next meeting, please distribute the enclosed reminder for retirees to
cast their votes on the proposed merger with TCI by February 17, 1999. For more
information about the merger and the voting process, retirees can check out the
AT&T Investor Relations site at www.att.com/ir or call AT&T Shareowner Services
on 1-800-947-9727.

Thanks for your help in spreading the word and best wishes for the new year,

Martha Hickson
Encore magazine



                                AT&T SHAREOWNERS

                                   VOTE NOW!
                             [Picture of Uncle Sam]

By proposing a merger with Tele-Communications Inc. (TCI), one of the country's
leading cable-television companies, AT&T is taking an important step to grow and
energize our business. AT&T's Board of Directors has carefully considered this
merger and unanimously recommends approval.

                          BE SURE TO CAST YOUR VOTE BY
                               FEBRUARY 17, 1999

Shareowners have been mailed a package that contains a detailed proxy statement,
instructions and a ballot card. (Those who own shares through multiple sources
may receive several ballots and should vote on each of them.) If you take no
action, it will count as a vote AGAINST the merger.

                             FOR MORE INFORMATION:

Visit AT&T Investor Relations                  Or call AT&T Shareowner Services
       www.att.com/ir                                   1-800-947-9727



Proxy/Voting Reminder

Dear Shareholder:

Our records indicate that you have not yet voted your AT&T proxy. If you have
returned your proxy card, or voted by telephone or Internet, you can assume that
your vote was received after this notice was prepared. If you have not yet
voted, please take the time now to vote by telephone, Internet, or by filling
out, signing and mailing the enclosed duplicate proxy card in the envelope
provided.

THE AT&T BOARD OF DIRECTORS BELIEVES THE PASSAGE OF THE MERGER PROPOSAL IS
CRITICAL TO OUR STRATEGY FOR FUTURE GROWTH. TO APPROVE THE MERGER WITH TCI, VOTE
"FOR" ITEM 1. A NON-VOTE IS A "NO" VOTE.

Marilyn J. Wasser
Vice President - Law and Secretary