EXHIBIT 99.3.2


                      FORM OF LETTER TO REGISTERED HOLDERS


                 AND THE DEPOSITORY TRUST COMPANY PARTICIPANTS


                            FOR AT&T ELIGIBLE NOTES


                                   AT&T CORP.

                   OFFER TO EXCHANGE AND CONSENT SOLICITATION
                              FOR ITS OUTSTANDING

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

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

To Registered Holders and The Depository Trust Company Participants:

     Enclosed herewith are copies of the following documents relating to AT&T
Corp.'s (the "Company") exchange offer and consent solicitation with respect to
its above-listed securities (the "AT&T Eligible Notes"):

     1. Prospectus dated           , 2002;

     2. Letter of Transmittal and Consent;

     3. Notice of Guaranteed Delivery;

     4. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9;

     5. Instruction to Registered Holder and/or Book-Entry Transfer Participant
from Owner; and

     6. Letter which may be sent to your clients for whose account you hold AT&T
        Eligible Notes in your name or in the name of your nominee, to accompany
        the instruction form referred to above, for obtaining such client's
        instruction with regard to the exchange offer and consent solicitation.

     The Prospectus dated           , 2002 (the "Prospectus") and related Letter
of Transmittal and Consent (the "Letter of Transmittal") together constitute the
"Exchange Offer." Pursuant to the Exchange Offer, the Company is offering to
exchange for the AT&T Eligible Notes a like principal amount of new notes (the
"New AT&T Notes"). The New AT&T Notes will be issued by the Company and except
as described in the Prospectus will have substantially identical terms to the
AT&T Eligible Notes as amended by the note amendment described below.

     In order to participate in the Exchange Offer, holders of AT&T Eligible
Notes will be required to consent to the proposed amendment (the "Note
Amendment") described in the Prospectus under "Description of the Note
Amendment" to the indenture, dated as of September 7, 1990, between the Company
and The Bank of New York, as trustee, as amended, under which the AT&T Eligible
Notes were issued, with respect to all or any portion of tendered AT&T Eligible
Notes accepted for exchange in the Exchange Offer, upon the terms and subject to
the conditions set forth in the Exchange Offer. The proper completion, execution
and delivery of the Letter of Transmittal will constitute a consent to the Note
Amendment.

     Pursuant to the Letter of Transmittal, each holder of AT&T Eligible Notes
will represent to the Company that (i) the holder is not an "affiliate" of the
Company, and (ii) if the tendering holder is a broker-dealer that will receive
New AT&T Notes for its own account in exchange for AT&T Eligible Notes, we will
represent on behalf of such


broker-dealer that the AT&T Eligible Notes were acquired by it as a result of
market-making activities or other trading activities, and acknowledge on behalf
of such broker-dealer that it will deliver a prospectus meeting the requirements
of the Securities Act in connection with any resale of such New AT&T Notes. By
acknowledging that it will deliver and by delivering a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
AT&T Notes, such broker-dealer is not agreeing that it may be deemed to be an
"underwriter" within the meaning of the Securities Act. The enclosed Instruction
to Registered Holder and/or Book-Entry Transfer Participant from Owner contains
an authorization by the beneficial owners of the AT&T Eligible Notes for you to
make the foregoing representations.

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

     As described in the Prospectus and Consent Statement, the Company will pay
fees to the dealer managers, the Exchange Agent, the Luxembourg Exchange Agent
and the Information Agent in connection with the solicitation of tenders of AT&T
Eligible Notes pursuant to the Exchange Offer. In addition, under certain
circumstances described in the Prospectus under "Description of the Exchange
Offer -- Retail Solicitation Fee" the Company will pay to soliciting dealers a
retail solicitation fee. The Company will pay or cause to be paid any transfer
taxes payable on the transfer of AT&T Eligible Notes to it, except as otherwise
provided in Instruction 10 of the enclosed Letter of Transmittal.


     WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE EXCHANGE
OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON        , 2002 UNLESS
EXTENDED.



     Additional copies of the enclosed material may be obtained from the
Information Agent, D.F. King, at the address and telephone number set forth on
the cover of the Letter of Transmittal.


                                         Very truly yours,

                                         THE BANK OF NEW YORK

     NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF AT&T CORP. OR THE BANK OF NEW YORK OR AUTHORIZE YOU TO USE ANY
DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE
OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED
THEREIN.

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