September 15, 1999

Ms. To-Quyen Troung

Associate Chief

Cable Services Bureau

Federal Communications Commission

445 12th Street, S.W.

Washington, D.C. 20554

Re: Applications for Consent to the Transfer of Control Licenses

From MediaOne Group, Inc. to AT&T Corp.

CS Docket No. 99-251

Dear Ms. Troung:

This letter responds to your letter of September 10, 1999 as it pertains
to the Cable Services Bureau's July 28, 1999 requests to AT&T Corp.
("AT&T") for documents and information ("July 28 Requests") regarding
the pending application for approval of the license transfers associated
with the merger of AT&T and MediaOne Group, Inc. ("MediaOne"), and
follows-up on our discussions regarding those requests. As requested,
this letter will identify and describe the documents that AT&T has
produced in response to each July 28 Request, discuss instances where
requested documents have not yet been produced, and explain why they
have not yet been produced. In addition, this letter discusses the
Bureau's August 3, 1999 requests ("August 3 Requests").

[July 28 Requests]{.underline}

As is shown below, AT&T has provided information and documents in
response to substantially all of the July 28 Requests where such
information exists and where AT&T has been able to obtain it. In certain
limited instances, I have been advised that AT&T is required to seek
consents from other entities before it can provide the requested
information. In those cases, which are identified below, AT&T's requests
for appropriate consent are pending and AT&T will promptly provide the
information if needed consents are granted.

[Requests (a) and (b)]{.underline}

AT&T has requested Liberty Media's consent to produce the Intergroup
Agreement and the Intercompany Agreement, and will produce the
documents, subject to the terms of the protective order and
appropriately redacted, when it obtains consent to do so.

[Request (c)]{.underline}

Liberty Media "corporate tree" charts of the nature specified in the
request do not exist. However, AT&T has provided substantially the same
information as requested in a different format. The document entitled
"Investor Relations - Liberty Affiliate List," provided on September 3,
1999 ("September 3 production"), sets forth in great detail Liberty
Media's assets held both directly and indirectly through partnerships,
joint ventures, common stock investments, and instruments convertible
into common stock. This document also shows approximate attributed
ownership interests in each entity and describes Liberty's management
rights.

[Request (d)]{.underline}

There is no chart that shows AT&T's "organizational structure" as
requested. Therefore, in response to this request, AT&T provided in its
September 3 production its most recent 10-K and 10-Q disclosures, which
not only provide information about AT&T's general corporate
organization, but also address AT&T's cable-related holdings and
subsidiaries. AT&T is also separately producing Exhibit 21 to its 1998
10-K, which consists of a "List of Subsidiaries of AT&T." Please advise
if there is additional organizational information that you require.

[Request (e)]{.underline}

AT&T plans to produce its non-exclusive agreement to purchase set-top
box operating systems from Microsoft, subject to the terms of the
protective order and appropriately redacted, when appropriate consents
have been obtained. AT&T believes that publicly available information
adequately discloses facts relevant to this proceeding (if any)
regarding AT&T's other recently announced contractual arrangements with
Microsoft (such as Microsoft's purchase of non-voting AT&T Corp. debt
instruments). AT&T therefore does not plan to produce these other
agreements. Further, like many large businesses, AT&T has many license
and other agreements with Microsoft relating to computer software for
personal and other computers. AT&T does not plan to produce these
agreements.

[Request (f)]{.underline}

AT&T provided in the September 3 production detailed information
regarding AT&T/MediaOne overlaps. As shown in the document entitled
"AT&T/MediaOne Cable Overlaps," with very minimal exceptions there is no
geographic overlap between AT&T's and MediaOne's cable systems. Any
overlaps that exist are described in that document. In addition,
attached to that document is a list of all Liberty Media cable (as well
as satellite, broadcast and internet/interactive) television interests,
with approximate attributable ownership percentages. AT&T also has
provided a detailed chart showing areas of overlap between AT&T's
commercial mobile radio service licenses and MediaOne's cable
franchises, which is titled "AT&T Wireless/MediaOne Overlaps." For each
wireless market, the chart lists each MediaOne cable franchise, as well
as the percent owned.

[Request (g)]{.underline}

AT&T provided in the September 3 production a document entitled "AT&T's
Interest in Excite@Home" which describes AT&T's interest in At Home
Corporation, as well as AT&T's ability to elect directors or otherwise
affect management decisions. In addition, AT&T provided in the September
3 production the most recent 10-K and 10-Q submissions for At Home
Corporation and the most recent 10-K for Excite Inc. AT&T Worldnet is a
100% owned business unit of AT&T.

[Request (h)]{.underline}

In its September 3 production, AT&T provided a copy of the publicly
available "Master Distribution Agreement Term Sheet" which governs the
referenced relationships.

[Request (i)]{.underline}

AT&T has produced all of the requested agreements in its September 3
production. They include Network Distribution Agreements between \@Home
and the following: Prime Communications; Insight Communications;
Midcontinent Media,Inc.; Bresnan Communications; Marcus Cable; Jones
Intercable Inc.; Intermedia Partners; Century Communications; and Garden
State Cablevision.

[Request (j)]{.underline}

We understand that the requested documents have been produced by
MediaOne.

[August 3 Requests]{.underline}

As noted in your September 10, 1999 letter, AT&T and the Commission's
Staff have agreed to discuss further the relevance of the requested
documents relating to advanced set-top boxes to the issues raised in
this license transfer proceeding. In order to facilitate these
discussions, AT&T Vice President Laurie Priddy was prepared to discuss
AT&T's advanced set-top box plans with the Commission's Staff on
September 16, 1999. That presentation was cancelled today due to the
threatening hurricane, but has been rescheduled for next week. In
connection with that presentation, AT&T provided three documents in the
September 3 production: the July 14, 1999 statement of AT&T's Chairman
C. Michael Armstrong before the Senate Judiciary Committee on Internet
Service Competition, and the transcripts of two Multichannel News Online
interviews, one with Laurie Schwartz Priddy, entitled "NDTC Chief Laurie
Priddy Sees Set Top Box Progress," and the other with Lisa Lee entitled
"New OpenCable Director Seeks Common Ground." Additional background
materials, including a videotape, were produced on September 14, 1999.
AT&T does not plan to produce additional documents responsive to this
request at this time.

Please give me a call if you have any questions regarding the documents
provided or the matters set forth herein.

Sincerely,

Joan Marsh