March 17, 2000

Ms. Deborah Lathen

Chief

Cable Services Bureau

Federal Communications Commission

445 12th Street, S.W.

Washington, D.C. 20554

> **Re: In the Matter of Applications for Transfer of Control to AT&T
> Corp. of Licenses and Authorizations Held by MediaOne Group, Inc.,\
> CS Docket No. 99-251**

Dear Ms. Lathen:

This letter responds to the Cable Services Bureau\'s request for
information regarding AT&T\'s compliance with the channel occupancy
rules, 47 C.F.R. § 76.504, after the closing of its proposed merger with
MediaOne.

To comply with this request, AT&T and MediaOne reviewed the channel
lineups of all of their respective cable systems as of year-end 1999.
For purposes of these analyses, AT&T and MediaOne treated as affiliated
services all national video programming services that are affiliated
with AT&T, MediaOne, Liberty Media Corp., Rainbow Media Sports Holdings,
Inc., or Time Warner Entertainment, L.P. pursuant to the affiliation
rules in the Notes to 47 C.F.R. § 76.501.

Based on these analyses, AT&T and MediaOne found that all of AT&T\'s
cable systems and all of the MediaOne cable systems that AT&T will
acquire will be in compliance with the 40% channel occupancy limit
post-merger with the exception of four systems. The four systems are
located in Decatur, IL, Battle Creek, MI, Minot, ND, and Westport, WA.
As explained below, AT&T has taken, or will take, all necessary steps to
ensure that these four systems will be in compliance with the channel
occupancy rules at the time of the closing of the merger.

In two of these systems \-- Decatur, IL, and Battle Creek, MI \-- AT&T
already has adjusted the services it offers its customers so that the
systems will be in compliance with the channel occupancy rules at the
closing of the proposed merger.

In the Westport, WA, system, AT&T will adjust the services it offers its
customers early next month so that this system also will be in
compliance with the channel occupancy rules at the time of the closing
of the merger. In the remaining system \-- Minot, ND \-- AT&T will
adjust the service offerings as expeditiously as possible so that it
also will be in compliance with the channel occupancy limits at the time
of the closing of the merger.

Thus, all of the AT&T systems will be in compliance with the channel
occupancy rules at the time of the closing of the merger. Please feel
free to contact me with any questions you may have on this matter.

Sincerely,

Douglas G. Garrett

Senior Regulatory Counsel

cc: See attached service list

**CERTIFICATE OF SERVICE**

I, Robin Smith, do hereby certify that I caused one copy of the
foregoing *Ex Parte* letter of AT&T Corp. to be served by hand delivery
on all parties on the attached service list, this 17th day of March,
2000.

+-------------------------+--------------------------------------------+
| To-Quyen Truong\        | Robert Pepper                              |
| Associate Chief, Cable  |                                            |
| Services Bureau         | Office of Plans & Policy                   |
|                         |                                            |
| Federal Communications  | Federal Communications Commission\         |
| Commission\             | 445 12th Street, S.W.                      |
| 445 12th Street, S.W.   |                                            |
|                         | Room 7-C347\                               |
| Room 3-C488\            | Washington, DC 20554                       |
| Washington, DC 20554    |                                            |
+-------------------------+--------------------------------------------+
| Darryl Cooper\          | Howard Shelanski                           |
| Cable Services Bureau\  |                                            |
| Office of Plans &       | Office of Plans & Policy                   |
| Policy                  |                                            |
|                         | Federal Communications Commission\         |
| Federal Communications  | 445 12th Street, S.W.                      |
| Commission\             |                                            |
| 445 12th Street, S.W.   | Room 7-C347\                               |
|                         | Washington, DC 20554                       |
| Room 4-A831\            |                                            |
| Washington, DC 20554    |                                            |
+-------------------------+--------------------------------------------+
| Linda Senecal\          | Chris Wright                               |
| Cable Services Bureau   |                                            |
|                         | Office of General Counsel                  |
| Federal Communications  |                                            |
| Commission\             | Federal Communications Commission\         |
| 445 12th Street, S.W.   | 445 12th Street, S.W.\                     |
|                         | Room 8-C723                                |
| Room 3A-734             |                                            |
|                         | Washington, DC 20554                       |
| Washington, DC 20554    |                                            |
+-------------------------+--------------------------------------------+
| Royce Dickens (2        | William H. Johnson\                        |
| copies)                 | Deputy Chief/Cable Services Bureau\        |
|                         | Federal Communications Commission\         |
| Deputy Chief, Policy    | The Portals\                               |
| and Rules Division      | 445 Twelfth Street, S.W.\                  |
|                         | Room 3-C742\                               |
| Cable Services Bureau   | Washington, DC 20554                       |
|                         |                                            |
| Federal Communications  |                                            |
| Commission\             |                                            |
| 445 12th Street, S.W.   |                                            |
|                         |                                            |
| Room 4-A831\            |                                            |
| Washington, DC 20554    |                                            |
+-------------------------+--------------------------------------------+
| Tom Power\              | Helgi C. Walker\                           |
| Legal Advisor\          | Legal Advisor\                             |
| Federal Communications  | Federal Communications Commission\         |
| Commission\             | The Portals\                               |
| The Portals\            | 445 Twelfth Street, S.W.\                  |
| 445 Twelfth Street,     | Room 8-A302\                               |
| S.W.\                   | Washington, DC 20554                       |
| Room 8-B201\            |                                            |
| Washington, DC 20554    |                                            |
+-------------------------+--------------------------------------------+
| Marsha MacBride\        | Rick Chessen\                              |
| Legal Advisor\          | Senior Legal Advisor\                      |
| Federal Communications  | Federal Communications Commission\         |
| Commission\             | The Portals\                               |
| The Portals\            | 445 Twelfth Street, S.W.\                  |
| 445 Twelfth Street,     | Room 8-C302\                               |
| S.W.\                   | Washington, DC 20554                       |
| Room 8-A204\            |                                            |
| Washington, DC 20554    |                                            |
+-------------------------+--------------------------------------------+
| Anne Levine             | David Goodfriend\                          |
|                         | Legal Advisor\                             |
| Cable Services Bureau   | Federal Communications Commission\         |
|                         | The Portals\                               |
| Federal Communications  | 445 Twelfth Street, S.W.\                  |
| Commission\             | Room 8-B115\                               |
| 445 12th Street, S.W.   | Washington, DC 20554                       |
|                         |                                            |
| Room 4-A737\            |                                            |
| Washington, DC 20554    |                                            |
+-------------------------+--------------------------------------------+
| Kathryn Brown\          | Andrew Jay Schwartzman\                    |
| Federal Communications  | President and CEO\                         |
| Commission\             | Media Access Project\                      |
| The Portals\            | 950 18th Street, N.W.\                     |
| 445 Twelfth Street,     | Suite 220\                                 |
| S.W.\                   | Washington, D.C. 20006                     |
| Room 8-A204\            |                                            |
| Washington, DC 20554    |                                            |
+-------------------------+--------------------------------------------+
| Don Wang\               |                                            |
| International           |                                            |
| Transcription Service\  |                                            |
| 1231 20th Street, N.W.\ |                                            |
| Washington, DC          |                                            |
| 20036-2307              |                                            |
+-------------------------+--------------------------------------------+

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Robin Smith