Re Wireless Exchange Offer

RNS Number:3119E
AT & T Corp
29 May 2001



For more information, contact:
Eileen M. Connolly - AT&T
908-221-6731 (office)
[e-mail]

June Rochford - AT&T
908-221-8165 (office)
[e-mail]



AT&T Announces Preliminary Results of Wireless Exchange Offer

NEW YORK - AT&T today announced preliminary results of its offer to issue shares
of AT&T Wireless Group tracking stock (NYSE: AWE) in exchange for shares of AT&T
common stock (NYSE: T).  The exchange offer expired at 5:00 p.m. (EDT) on
Friday, May 25, 2001. 

Approximately 372.6 million shares of AT&T common stock were tendered in
exchange for approximately 438.2 million shares of AT&T Wireless Group tracking
stock, at an exchange ratio of 1.176 shares of AT&T Wireless Group tracking
stock for each validly tendered share of AT&T common stock, as originally
announced in the offer.

AT&T expects to announce final results of the exchange offer on Monday, June 4,
2001.

Shares of AT&T Wireless Group tracking stock will be credited to accounts of
tendering AT&T common stockholders by the exchange agent, EquiServe Trust
Company, promptly after the final results of the exchange offer are announced.  

Following this exchange offer and subject to receipt of a favorable ruling from
the Internal Revenue Service and other conditions, AT&T plans to split-off its
AT&T Wireless Group as an independent, publicly-traded company, redeeming the
outstanding shares of AWE tracking stock for shares of an asset-based AT&T
Wireless common stock.  Excluding approximately $3 billion of AT&T Wireless
stock it plans to retain for later disposition, AT&T expects to distribute, as a
dividend, its remaining interest in AT&T Wireless to holders of AT&T common
stock at the time of the split-off.  AT&T said it expects AT&T Wireless to be an
independent, publicly held company by the summer of 2001.

In connection with the exchange offer and AT&T's planned restructuring, AT&T has
filed and will be filing materials with the SEC. Investors are urged to read
these materials because they contain important information. AT&T and its
officers and directors may be deemed to be participants in the solicitation of
proxies with respect to these transactions. Information regarding such
individuals is included in AT&T's proxy statement filed with the SEC on March
30, 2001.  Investors may obtain a free copy of these materials when they become
available as well as other materials filed with the SEC concerning AT&T at the
SEC's website at http://www.sec.gov.  These materials and other documents may
also be obtained for free from AT&T at 295 North Maple Avenue, Basking Ridge, NJ
07920; Attn: Investor Relations.

The foregoing are "forward-looking statements" which are based on management's
beliefs as well as on a number of assumptions concerning future events made by
and information currently available to management. Readers are cautioned not to
put undue reliance on such forward-looking statements, which are not a guarantee
of performance and 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 detailed description of the
factors that could cause such a difference, please see AT&T's filings with the
Securities and Exchange Commission. 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. This information is presented solely to
provide additional information to further understand the results of AT&T.