Exhibit 10.2



                          REGISTRATION RIGHTS AGREEMENT


     REGISTRATION  RIGHTS  AGREEMENT dated as of May 18, 2001 between  Cox@Home,
Inc.,  a  Delaware  corporation  ("Cox@Home"),   and  AT&T  Corp.,  a  New  York
corporation ("AT&T").

     WHEREAS,  the parties hereto have entered into a Share  Issuance  Agreement
dated as of May 18, 2001 (the "Share  Issuance  Agreement")  which provides for,
among other  things,  the issuance by AT&T of  75,000,000  shares of AT&T common
stock, par value $1.00 per share (the "AT&T Shares") to Cox@Home; and

     WHEREAS, in accordance with the Share Issuance  Agreement,  AT&T has agreed
to enter into this Agreement to provide certain  registration rights to Cox@Home
with respect to the AT&T Shares;

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
set forth  herein  and  intending  to be legally  bound,  the  parties  agree as
follows:

                                   ARTICLE 1
                                   Definitions

     Section 1.01.  Definitions.  (a) As used herein,  the following  terms will
have the following meanings:

     "Affiliate"   means,   with  respect  to  any  Person,   any  other  Person
controlling,  controlled  by or under  common  control  with  such  Person.  For
purposes of the immediately  preceding sentence,  the term "control" (including,
with correlative meanings,  the terms "controlling",  "controlled by" and "under
common control with"),  as used with respect to any Person,  means possession or
ownership of (i) more than 50% of the economic  interest in such person and (ii)
more than 50% of the voting power of the capital  stock of such person  eligible
to vote in the election of directors of such person.

     "Common Stock " means the class of common stock, par value $1.00 per share,
of AT&T  that is listed  and  traded on the New York  Stock  Exchange  under the
symbol "T."

     "Commission" means the Securities and Exchange  Commission or any successor
governmental body or agency.

     "Demand   Registration"   has  the  meaning  ascribed  thereto  in  Section
2.01(a)(ii).

     "Disadvantageous  Condition"  has the meaning  ascribed  thereto in Section
2.01(a)(i).

     "Holder"  means  (i)  Cox@Home,  for so long as it  holds  any  Registrable
Securities,  or (ii) any Permitted  Transferee  (x) which holds any  Registrable
Securities and (y) which has executed a written instrument, agreeing to be bound
by the  provisions  of this  Agreement  as a Holder in  accordance  with Section
3.04(b).
<PAGE>

     "1933 Act" means the Securities Act of 1933, as amended.

     "non-Holders" has the meaning ascribed thereto in Section 2.01(d).

     "Other Securities" has the meaning ascribed thereto in Section 2.02.

     "Permitted  Transferee" means a transferee acquiring Registrable Securities
in a private  transaction  exempt from the registration  requirements  under the
1933 Act who shall have been designated as a Permitted Transferee by Cox@Home in
a written notice to AT&T and acquires  Registrable  Securities which at the time
of  transfer  have  a fair  market  value  of at  least  $500,000,000  (or is an
Affiliate  of Cox and acquires  all,  but not less than all, of the  Registrable
Securities  held  by  Cox@Home),  provided  that  the  rights  of any  Permitted
Transferee  shall be limited if and to the extent  provided in such notice;  and
provided  further that Cox@Home  shall not be entitled to designate  more than 5
Permitted   Transferees  or  to  designate  any  Permitted   Transferee  if  the
Registrable  Securities would continue to be Registrable Securities for a period
longer than would be the case in the hands of Cox@Home.

     "Person" means any  individual,  partnership,  limited  liability  company,
joint venture, corporation, trust, unincorporated organization,  government (and
any department or agency thereof) or other entity.

     "Registrable Securities" means the AT&T Shares (and (i) any shares of stock
or other  securities  into which or for which such AT&T Shares may  hereafter be
changed,  converted or exchanged and (ii) any other shares or securities  issued
to  Holders in  respect  of such AT&T  Shares (or such  shares of stock or other
securities  into which or for which such  shares are so  changed,  converted  or
exchanged) upon any  reclassification,  share  combination,  share  subdivision,
share dividend, share exchange, merger,  consolidation or similar transaction or
event, including, without limitation, any shares of stock or other securities of
any  corporation  other  than  AT&T that are  distributed  in  respect  of or in
exchange for such AT&T Shares or otherwise in connection with any  Restructuring
Transaction  (collectively,  "Dividend  Stock") and any Tracking  Stock of AT&T;
provided  that, the foregoing  notwithstanding,  shares of capital stock of AT&T
Wireless Services, Inc., or any subsidiary of AT&T that principally conducts the
business now  conducted by AT&T  Wireless  Group,  shall not be considered to be
Dividend  Stock or  Tracking  Stock  and are  excluded  from the  definition  of
Registrable Securities).  As to any particular securities, such securities shall
cease to be  Registrable  Securities  as soon as such  securities  (i) have been
effectively  registered  under the Securities Act, (ii) have been transferred in
compliance with Rule 144 under the 1933 Act (or any successor provision thereto)
under  circumstances  in which any legend  relating to  restrictions on transfer
under the 1933 Act is removed,  (iii) are transferable pursuant to paragraph (k)
of Rule 144 (or any  successor  provision  thereto),  (iv) have  otherwise  been
transferred   and  a  new  security  or  securities   not  subject  to  transfer
restrictions  under the 1933 Act has been  delivered upon such transfer by or on
behalf of AT&T, (v) would be  transferable by the relevant Holder under Rule 144
or any successor rule in 30 days or less given AT&T's trading volume at the time
and the aggregate  amount of  Registrable  Securities of such class held by such
Holder, or (vi) such securities shall have ceased to be outstanding.

                                       2
<PAGE>

                  "Registration Expenses" means all expenses incident to AT&T's
performance of or compliance with any registration of Registrable Securities
pursuant to this Agreement, including, without limitation, all registration,
filing and National Association of Securities Dealers, Inc. fees, all fees and
expenses of complying with securities or blue sky laws, all word processing,
duplicating and printing expenses, messenger and delivery expenses, the fees and
disbursements of counsel for AT&T and of its independent public accountants,
including the expenses of any special audits or "comfort" letters required by or
incident to such performance and compliance, premiums and other costs of
policies of insurance obtained by AT&T against liabilities arising out of the
public offering of Registrable Securities being registered and any fees and
disbursements of underwriters customarily paid by issuers, but excluding fees
and disbursements of counsel retained by any Holders, premiums and other costs
of policies of insurance obtained by any Holders or their agents or underwriter
against liabilities arising out of the public offering of the Registrable
Securities being registered, any fees and disbursements of underwriters
customarily paid by sellers of securities who are not the issuers of such
securities and all underwriting discounts and commissions and transfer taxes, if
any, relating to Registrable Securities.

     "Restructuring  Transaction"  means the  "spin-off",  "split-off"  or other
separation  of, or the  issuance  of any  Tracking  Stock with  respect  to, any
subsidiary, division or group of AT&T.

     "Restructuring  Transaction  Disadvantageous  Condition"  has  the  meaning
ascribed thereto in Section 2.01(a)(i).

     "Rule 144" means Rule 144 promulgated  under the 1933 Act, as such rule may
be amended from time to time (or any successor rule to similar effect).

     "Rule 415 Offering" means any offering involving registration of securities
on a "shelf" registration  statement or any other registration of securities for
offer or sale on a delayed or continuous basis,  including  pursuant to Rule 415
(or any successor rule to similar effect) promulgated under the 1933 Act.

     "Selling  Holder"  means any Holder  who sells  Registrable  Securities  in
accordance with the terms of this Agreement pursuant to a public offering.

     "Tracking Stock" means any class or series of capital stock of AT&T that is
intended  to reflect the  performance  or value of any  subsidiary,  division or
group of AT&T.

     "Wireless   Exchange   Offer"  means  AT&T's  existing  offer  to  exchange
outstanding  shares of AT&T  common  stock for  shares  of AT&T  Wireless  Group
tracking stock, as provided for in Amendment No. 4 to the registration statement
on Form S-4 filed by AT&T on April 19, 2001.

     (b)  Capitalized  terms used herein but not otherwise  defined herein shall
have the same meaning as in the Share Issuance Agreement.

                                       3
<PAGE>

                                   ARTICLE 2
                               Registration Rights

     Section 2.01. Demand Registration - Registrable Securities. (a) Upon notice
provided at any time after the date hereof by a written  instrument  executed by
any one or more Holders and requesting that AT&T effect the  registration  under
the 1933 Act of (subject to clause (iv) of the proviso to this Section  2.01(a))
any or all of the Registrable  Securities held by such requesting Holders, which
notice  shall  specify the  intended  method or methods of  disposition  of such
Registrable  Securities,  AT&T shall  prepare and file as soon as is  reasonably
practicable  (or,  if  applicable,  as  provided  in Section  2.01(e))  with the
Commission a registration  statement with respect to such Registrable Securities
and thereafter use its reasonable  efforts to cause such registration  statement
to be declared  effective under the 1933 Act and such Registrable  Securities to
be registered  under  applicable  state securities laws as soon as is reasonably
practicable for disposition in accordance with the intended method or methods of
disposition stated in such request.  Subject to Section  2.01(a)(i),  AT&T shall
use reasonable  efforts to keep each such  registration  statement  continuously
effective in order to permit the prospectus  forming a part thereof to be usable
by Holders for resales of  Registrable  Securities for an  effectiveness  period
ending  on the  earlier  of  (i)  30  days  from  the  effective  time  of  such
registration  statement and (ii) such time as all of such  securities  have been
disposed of by the selling securityholders. Notwithstanding the foregoing:

          (i) with respect to any registration  statement filed, or to be filed,
     pursuant  to this  Section  2.01,  if AT&T  shall  advise  the  Holders  of
     Registrable  Securities  that have made such  request  that in AT&T's  good
     faith judgment it would be significantly disadvantageous to AT&T for such a
     registration statement to be maintained effective or to be filed and become
     effective (because in AT&T's reasonable good faith judgment (x) the sale of
     Registrable  Securities  covered  by  such  registration  statement  or the
     disclosure  of  information   therein  or  in  any  related  prospectus  or
     prospectus  supplement  would  materially  interfere  with any  pending  or
     anticipated   Restructuring   Transaction,    acquisition,   financing   or
     transaction  involving AT&T or its material  subsidiaries or (y) the public
     disclosure  of  material  information  which AT&T has a bona fide  business
     purpose for  preserving  as  confidential  at the time would be  materially
     prejudicial  to AT&T) (any  condition  described  in clauses  (x) or (y), a
     "Disadvantageous  Condition",  and any Disadvantageous Condition that could
     affect or interfere with a Restructuring  Transaction (including the timing
     thereof), a "Restructuring Transaction  Disadvantageous  Condition"),  AT&T
     shall be entitled,  except as provided  below,  to cause such  registration
     statement to be withdrawn  and/or the  effectiveness  of such  registration
     statement  terminated,  or, in the event no registration  statement has yet
     been filed, shall be entitled not to file any such registration  statement,
     until such Disadvantageous Condition no longer exists (notice of which AT&T

                                       4
<PAGE>

     shall promptly deliver to such Holders); however, AT&T will during any such
     postponement take all actions reasonably necessary or desirable in order to
     be able to  promptly  file,  or  request  effectiveness  of a  registration
     statement,  as the case may be, upon  termination of any such  postponement
     period.  AT&T shall cause the  offering of the  Registrable  Securities  so
     specified  in  the  request  to be  registered  as  soon  as is  reasonably
     practicable  after the  Disadvantageous  Condition  ceases  to exist.  Upon
     receipt of any such advice of a  Disadvantageous  Condition,  such  Holders
     shall   (A)  keep   confidential   such   advice   and  the  fact  of  such
     Disadvantageous   Condition  and  any  information   provided  by  AT&T  in
     connection  therewith,  (B)  forthwith  discontinue  use of the  prospectus
     contained  in such  registration  statement  for the  duration of the delay
     period permitted hereunder, and (C) if so directed by AT&T, deliver to AT&T
     (at AT&T's expense) all copies then in the Holders' possession,  other than
     permanent file copies,  of such prospectus.  Notwithstanding  anything else
     contained  herein,  (x)  neither the filing nor the  effectiveness  nor the
     maintenance of effectiveness of such registration  statement may be delayed
     for a period in excess of 90 days due to the  occurrence of any  particular
     Disadvantageous   Condition  (other  than  any  Restructuring   Transaction
     Disadvantageous Condition) and (y) AT&T may exercise its delay rights under
     this  clause  (i) for not more  than a total  of 180  days in any  24-month
     period;  provided,  however,  that any delay  arising from a  Restructuring
     Transaction  Disadvantageous Condition shall not count towards such 180-day
     limitation;

          (ii) the Holders may  collectively  exercise their rights to request a
     registration  under this  Section  2.01(a)  on not more than two  occasions
     (each   such   registration   being   referred   to  herein  as  a  "Demand
     Registration"),  and AT&T  will not be  required  to  effect  more than one
     Demand Registration in any six-month period;

          (iii) the method of  disposition  requested  by Holders in  connection
     with any registration hereunder may not, without AT&T's written consent, be
     a Rule 415 Offering;

          (iv) a request for registration of Registrable  Securities pursuant to
     this  Section  2.01  may not be made at any  time  unless  the  Registrable
     Securities  subject to such  request  have a fair market  value of at least
     $500,000,000,  unless  such  registration  is in respect  of all  remaining
     Registrable Securities held by the Holder making such request.

          (b)  Notwithstanding  any other  provision  of this  Agreement  to the
     contrary,

          (i) the Holders having  requested any Demand  Registration  shall have
     the right to withdraw  such request (A) prior to the time the  registration
     statement  in  respect  of  such  Demand  Registration  has  been  declared
     effective,  or after the time such registration statement has been declared
     effective  so long as the Holders are the only persons  selling  securities
     under such  registration  statement  (provided  that, in either case,  such
     Demand Registration shall be deemed a request for purposes of paragraph (a)
     above  unless  the  Holders  reimburse  AT&T  for all  out-of-pocket  costs
     incurred in connection therewith or the withdrawal is as a direct result of
     the delay occasioned by AT&T pursuant to Section 2.01(a)(i)) or (B) after a
     stop order,  injunction  or other  order has been issued by a  governmental
     agency or the Commission which interferes with the Demand Registration and

                                       5
<PAGE>

          (ii) a Demand  Registration  requested  by  Holders  pursuant  to this
     Section 2.01 shall not be deemed to have been effected (and, therefore, not
     requested  (and the  rights of a Holder  shall be  deemed  not to have been
     exercised)  for purposes of paragraph (a) above),  (A) if the  registration
     statement for such Demand  Registration  has not become effective under the
     1933 Act, (B) if after such  registration  statement became effective under
     the 1933 Act, it is interfered with by any stop order,  injunction or other
     order or  requirement  of the  Commission or other  governmental  agency or
     court for any reason other than a  misrepresentation  or an omission by any
     Holder and, as a result  thereof,  in the reasonable good faith view of the
     Holders or the underwriter or underwriters  of any  underwritten  offering,
     the Registrable Securities requested to be registered cannot be distributed
     in  accordance  with  the plan of  distribution  set  forth in the  related
     registration  statement or (C) if the  registration  statement  relating to
     such Demand Registration has been declared effective and AT&T has exercised
     its right to cause such registration statement to be withdrawn or not to be
     maintained  effective  pursuant  to  Section  2.01(a)(i),  or  (D)  if  the
     conditions to closing  specified in the purchase  agreement or underwriting
     agreement  entered into in connection with any underwritten  offering shall
     not be  satisfied  or,  with the  consent of AT&T,  the Holders or the lead
     underwriter,  as  applicable,  waived  (other  than  due to any  action  or
     inaction by a Holder).

     (c) In the event that any registration  pursuant to this Section 2.01 shall
involve,  in whole or in part, an underwritten  offering,  one co-lead  managing
underwriter shall be selected by AT&T and shall be reasonably  acceptable to the
Holders  participating  therein,  and the  other  co-lead  underwriter  shall be
selected by the Holders participating therein and shall be reasonably acceptable
to AT&T. Any additional co-managing underwriters shall be selected by AT&T.

     (d) AT&T  shall  have the right to cause  the  registration  of  additional
shares of Common  Stock for sale for the  account  of any  Person  that is not a
Holder (including,  without  limitation,  (i) AT&T and/or any existing or former
directors,  officers or employees  of AT&T and/or (ii) any other Person  holding
Common  Stock and having the right to request such  registration  (collectively,
"non-Holders")  in any registration of Registrable  Securities  requested by the
Holders pursuant to paragraph (a) above; provided that if, in connection with an
underwritten offering, AT&T and the Selling Holders are advised in writing (with
a copy to Holders) by the managing underwriter or underwriters (which shall have
been  selected  in  accordance  with  Section  2.01(c))  that,  in its or  their
reasonable  good faith view, the number of Registrable  Securities  requested by
non-Holders  to be  registered  exceeds  the  number  that  can be  sold in such
offering  without  adversely  affecting  such  offering,   then  the  number  of
securities  that  can,  in the  reasonable  good  faith  view of  such  managing
underwriter  or  underwriters,  be sold in such  offering  without so  adversely
affecting such offering shall be included in such  registration in the following
priority:  (i) first, all Registrable Securities the Holders propose to sell and
(ii) second, any other securities  requested to be included in such registration
by  non-Holders,  which,  in the  reasonable  good faith  view of such  managing
underwriter  or  underwriters,  can  be so  sold  without  materially  adversely
affecting such offering  (allocated,  if necessary,  in AT&T's sole discretion),
subject to any registration rights agreement existing on the date hereof.

                                       6
<PAGE>

     (e) In the event the Holder makes its first request for Demand Registration
within two business days of the date hereof and such Demand Registration relates
to an underwritten offering not involving the sale of securities on a delayed or
continuous basis, AT&T shall prepare and use all reasonable  efforts to file, by
or on the later of (i) the fourth business day after  expiration of the Wireless
Exchange  Offer  and (ii) 21  business  days from the date  AT&T  receives  such
request  for  Demand   Registration  (or  such  earlier  time  as  every  Person
contractually  entitled  to notice of AT&T's  intention  to effect  such  Demand
Registration  has responded to such notice and has waived  AT&T's  obligation to
provide  advance  notice of the filing of a  registration  statement),  with the
Commission a registration  statement with respect to such Registrable Securities
and thereafter use its reasonable  efforts to cause such registration  statement
to be declared  effective under the 1933 Act and such Registrable  Securities to
be registered  under  applicable  state securities laws as soon as is reasonably
practicable for disposition in accordance with the intended method or methods of
disposition  stated in such request.  Other than as to the timing of filing, any
Demand  Registration  shall be subject to the other provisions and procedures of
this Section 2.01 and this  Agreement to the same extent as such  provisions and
procedures are applicable to registrations under Section 2.01(a) hereof.

     Section  2.02.  Piggyback  Registration.  Except  as set  forth in  Section
2.02(c),  in the event that, at any time after the date hereof, AT&T proposes to
register any of its Common Stock  (collectively,  "Other  Securities") under the
1933 Act,  whether or not for sale for its own  account,  in a manner that would
permit  registration  of  Registrable  Securities of the same class for sale for
cash to the  public  under  the 1933  Act,  it  shall  in the case of each  such
proposed  registration  give prompt  written  notice of such proposed  filing to
Cox@Home  (as agent for any and all  Holders at that time) (but in any event not
less than ten days before the  anticipated  filing date),  so as to allow any or
all electing Holders to participate in such registration, of its intention to do
so and of the rights of such Holder under this Section  2.02.  Such notice shall
specify,  to the extent known by AT&T at the time of such notice,  the estimated
number of shares of Other Securities so proposed to be registered,  the proposed
date of filing such registration  statement,  any proposed means of distribution
of such shares, any proposed managing underwriter or underwriters of such shares
and an  estimate  by AT&T of the  maximum  offering  price  thereof.  AT&T shall
further  notify each Holder of any changes in the estimated  number of shares of
Other  Securities  so  proposed  to be  registered.  Subject  to the  terms  and
conditions  hereof,  such notice shall offer each such Holder the opportunity to
include in such registration  statement such number of Registrable Securities as
such Holder may  request;  provided  that the  aggregate  number of  Registrable
Securities  requested  to be included  by all  Holders  shall have a fair market
value of at least $100,000,000. Upon the written request of any such Holder made
within  seven  days after the  receipt of AT&T's  notice  (which  request  shall
specify the number of Registrable  Securities intended to be disposed of and the
intended method of disposition  thereof (which requested method may not, without
AT&T's consent, be a Rule 415 Offering),  the written request of any such Holder
being the "Piggy-back Request"),  AT&T shall use its reasonable efforts to cause
the  offering of the  Registrable  Securities  so  specified  in the  Piggy-back
Request to be  registered as soon as is  reasonably  practicable,  in connection
with the registration of the Other Securities, under the 1933 Act, to the extent
required to permit the  disposition  (in accordance  with such intended  methods
thereof) of the Registrable Securities so requested to be registered;  provided,
that:

                                       7
<PAGE>

     (a) if, at any time after  giving such written  notice of its  intention to
register  any  Other   Securities  and  prior  to  the  effective  date  of  the
registration  statement filed in connection with such  registration,  AT&T shall
determine for any reason not to register the Other Securities,  AT&T may, at its
election,  give  written  notice  of  such  determination  to such  Holders  and
thereupon AT&T shall be relieved of its obligation to register such  Registrable
Securities in connection with the registration of such Other Securities, without
prejudice,  however,  to the rights of the Holders of Registrable  Securities to
request  that such  registration  be  effected  as a Demand  Registration  under
Section 2.01 to the extent permitted thereunder;

     (b) if the  registration  referred to in the first sentence of this Section
2.02 is to be an underwritten  registration and AT&T and the Selling Holders are
advised in writing by the managing  underwriter or underwriters  that, in its or
their reasonable good faith view, the number of Registrable Securities requested
by  non-Holders  to be  registered  exceeds  the number that can be sold in such
offering  without  adversely  affecting  such  offering,   then  the  number  of
securities  that  can,  in the  reasonable  good  faith  view of  such  managing
underwriter  or  underwriters,  be sold in such  offering  without so  adversely
affecting such offering shall be included in such  registration in the following
priority:  (i) first, Other Securities AT&T proposes to sell for its own account
or, if the registration is in response to a demand registration right of a party
(other than a Holder) whose  registration  rights  require such a priority,  the
securities the party(ies)  demanding such  registration  proposes to sell to the
extent of such a priority,  (ii) second, the Registrable Securities requested to
be included in such registration,  pro rata among the Selling Holders which have
requested  their  Registrable  Securities  to be included  therein,  and, if the
registration  is in response to a demand  registration  right,  AT&T,  and (iii)
third, any Other Securities requested to be included in such registration.

     (c) AT&T shall not be required to effect any  registration  of  Registrable
Securities under this Section 2.02 if such registration (1) is incidental to the
registration of any of its securities in connection with any shelf  registration
pursuant to Rule 415 of the 1933 Act or  incidental to a  registration  only for
debt  securities,  (2) is to be effected  on Form S-4 or Form S-8 (or  successor
forms),  (3) is in  connection  with  any  Restructuring  Transaction  or (4) in
connection  with  mergers  or  similar  transactions,   exchange  offers,  share
dividends,  dividend  reinvestment  plans or stock option or other  executive or
employee benefit or compensation plans;

     (d) No registration of Registrable  Securities  effected under this Section
2.02 shall  relieve AT&T of its  obligation  to effect the Demand  Registrations
pursuant to (and subject to the terms and  conditions of) Section 2.01, and each
Holder  shall be  entitled  to have its  Registrable  Securities  included in an
unlimited number of piggyback registrations under this Section 2.02.

     Section  2.03.  Expenses.  Except as  provided  herein,  AT&T shall pay all
Registration  Expenses  incurred in  connection  with any  registration  made or
requested  to be made  pursuant  to  this  Article  2  whether  or not any  such
registration  statement becomes effective.  Notwithstanding the foregoing,  each
Holder shall be responsible for all other expenses  relating to any registration
or request for registration in which such Holder participates, including without
limitation  the fees and  expenses  of counsel to such  Holder,  any  applicable
underwriting discounts or commissions,  and its own internal  administrative and
similar costs, which shall not constitute Registration Expenses.

                                       8
<PAGE>

     Section  2.04.  Registration  and  Qualification.  If and whenever  AT&T is
required to effect the registration of any Registrable Securities under the 1933
Act as provided in Sections 2.01 or 2.02,  AT&T shall as promptly as practicable
(but subject to the provisions of Sections 2.01 and 2.02):

     (a)  provide  to the  one  counsel  for the  Holders  draft  copies  of any
registration  statement  or  amendment  prior to  filing,  provide  the  Holders
(through  such one  counsel)  with  reasonable  opportunity  to comment upon any
information  contained in such documents relating to the Holders and comply with
any  reasonable  request made by the Holders  (through such one counsel) to make
changes in the to any  information  contained in such documents  relating to the
Holders;

     (b) in respect of a  registration  statement  under  Section  2.01 (but not
2.02),  prepare and file with the Commission  such amendments and supplements to
such registration  statement and the prospectus used in connection  therewith as
may be necessary to keep such  registration  statement  effective  and to comply
with the  provisions  of the 1933 Act with  respect  to the  disposition  of all
Registrable  Securities  until  the  earlier  of (A)  such  time  as all of such
Registrable  Securities  have been disposed of in  accordance  with the intended
methods of  disposition  set forth in such  registration  statement  and (B) the
expiration  of 30 days  after such  registration  statement  becomes  effective;
provided, that such 30-day period shall be extended for such number of days that
equals  the  number  of days  elapsing  from  (x) the date  the  written  notice
contemplated  by  paragraph  (f) below is given by AT&T to (y) the date on which
AT&T  delivers  to the  Holders of  Registrable  Securities  the  supplement  or
amendment contemplated by paragraph (f) below;

     (c) furnish to the Holders of Registrable Securities, their counsel and any
underwriter  of such  Registrable  Securities,  without  charge,  at  least  one
conformed  copy of such  registration  statement and of each such  amendment and
supplement  thereto (in each case  including all  exhibits),  and such number of
copies of the prospectus included in such registration statement (including each
preliminary  prospectus),  in conformity with the  requirements of the 1933 Act,
and such documents  incorporated by reference in such registration  statement or
prospectus,  as the Holders of Registrable  Securities or such  underwriter  may
reasonably request;

     (d) use its reasonable  best efforts to register or qualify all Registrable
Securities  covered by such registration  statement under the securities or blue
sky laws of such jurisdictions as the Holders of such Registrable  Securities or
any  underwriter  of such  Registrable  Securities  shall  request,  and use its
reasonable   efforts  to  obtain  and  maintain  as  necessary  all  appropriate
registrations,  permits and consents in connection therewith, and do any and all
other acts and things  which may be necessary or advisable to enable the Holders
of Registrable  Securities or any such underwriter to consummate the disposition
in such jurisdictions of its Registrable Securities covered by such registration
statement;  provided,  that AT&T shall not for any such  purpose be  required to
qualify  generally  to do  business as a foreign  corporation  or as a dealer in
securities in any such jurisdiction wherein it is not so qualified or to consent
to general service of process or subject itself to tax in any such jurisdiction;

     (e) in  connection  with  any  underwritten  offering,  use its  reasonable
efforts to furnish an opinion of counsel for AT&T, addressed to the underwriters

                                       9
<PAGE>

participating in such offering,  and a "cold comfort"  letter,  addressed to any
Holders  participating  in such  offering  and the  underwriters,  signed by the
independent public accountants who have audited the financial statements of AT&T
included  in the  applicable  registration  statement,  in  each  such  case  in
customary  form and  covering  substantially  such  matters with respect to such
registration  statement  (and the prospectus  included  therein) and the related
offering as are  customarily  covered in opinions of AT&T's counsel with respect
thereto and in  accountants'  letters  delivered to underwriters in underwritten
public offerings of AT&T securities;

     (f) promptly  notify the Selling  Holders in writing (i) at any time when a
prospectus  relating to a  registration  pursuant  to  Sections  2.01 or 2.02 is
required to be delivered  under the 1933 Act of the  happening of any event as a
result of which the prospectus included in such registration  statement, as then
in effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading,  (ii) of any request by the Commission or any other  regulatory body
or other body having  jurisdiction  over any  amendment of or  supplement to any
registration  statement or other document relating to such offering,  and in the
case of either (i) or (ii),  at the request of the Selling  Holders (and subject
to Section  2.04(c))  prepare and furnish to the  Selling  Holders a  reasonable
number of copies of a supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such Registrable
Securities,  such prospectus shall not include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements  therein,  in light of the circumstances under which they
are made,  not  misleading,  (iii) of the issuance by the Commission of any stop
order  suspending  the  effectiveness  of  such  registration  statement  or the
initiation  of any  proceedings  for  that  purpose,  (iv)  if at any  time  the
representations and warranties of AT&T contemplated by Section 2.05 hereof cease
to be true and correct in all  material  respects and (v) of the receipt by AT&T
of any notification  with respect to the suspension of the  qualification of the
Registrable  Securities  for  sale  in any  jurisdiction  or the  initiation  or
threatening of any  proceeding for such purpose and provide the Selling  Holders
with copies of any comments or other communications received from the Commission
or any  other  regulatory  body or  other  body  having  jurisdiction  over  the
registration statement or other documents relating to such offering;

     (g) in respect of a  registration  statement  under  Section  2.01 (but not
2.02),  use its  reasonable  efforts  to  obtain  the  withdrawal  of any  order
suspending   the   effectiveness   of  such   registration   statement   or  any
post-effective amendment thereto as promptly as practicable;

     (h)  if  reasonably   requested  by  Holders,   or  the  lead  or  managing
underwriters, use its reasonable efforts to list all such Registrable Securities
covered  by  such  registration  on  each  securities   exchange  and  automated
inter-dealer quotation system on which the Common Stock is then listed, provided
that nothing herein shall require the Company to list any Registrable Securities
on any securities exchange on which they are not currently listed;

     (i) furnish for delivery in connection  with the closing of any offering of
Registrable  Securities pursuant to a registration effected pursuant to Sections
2.01 or 2.02 unlegended  certificates  representing ownership of the Registrable
Securities being sold in such denominations as shall be requested by the Selling
Holders or the underwriters;

                                       10
<PAGE>

     (j) comply with all applicable rules and regulations of the Commission, and
make generally  available to its  securityholders  as soon as practicable but in
any  event not later  than  eighteen  months  after the  effective  date of such
registration  statement,  an  earnings  statement  of AT&T and its  subsidiaries
complying with Section 11(a) of the 1933 Act;

     (k) provide a transfer agent and registrar for all  Registrable  Securities
covered by such registration statement not later than the effective date of such
registration statement; and

     (l) in respect of a  Registration  Statement  under  Section 2.01 take such
other actions as are reasonably  required on the part of an issuer of securities
in order to expedite or facilitate the  disposition  of  Registrable  Securities
included in such registration statement.

     AT&T may require the Holders to furnish AT&T such information regarding the
Holders and the distribution of the Registrable Securities as AT&T may from time
to time  reasonably  request  in writing  for the  purpose  of  registering  the
Registrable Securities.

     Section  2.05.  Underwriting;  Due  Diligence.  (a)  If  requested  by  the
underwriters for any underwritten offering of Registrable Securities pursuant to
a registration requested under this Article 2, AT&T shall enter into a customary
underwriting agreement with such underwriters for such offering, to contain such
representations  and  warranties  by AT&T and such other terms,  including  such
indemnity terms  customarily  provided by AT&T, as are customarily  contained in
underwriting  agreements  entered  into by AT&T  with  respect  to  underwritten
offerings of AT&T  securities of this type. The Selling Holders shall also enter
into such underwriting  agreement,  and such  underwriting  agreement shall also
contain such  representations  and  warranties by such Selling  Holders and such
other  terms  and  provisions  as  are  customarily  contained  in  underwriting
agreements  with  respect  to  secondary   distributions,   including,   without
limitation,  indemnification  and contribution  provisions  substantially to the
effect and to the extent provided in Section 2.06.

     (b) In  connection  with the  preparation  and filing of each  registration
statement registering Registrable Securities under the 1933 Act pursuant to this
Article 2 and during the effectiveness  thereof,  AT&T shall give the Holders of
such Registrable  Securities and the underwriters,  if any, and their respective
counsel and  accountants  (the  identity and number of whom shall be  reasonably
acceptable to AT&T), such reasonable and customary access to its books,  records
and  properties  and such  opportunities  to discuss the business and affairs of
AT&T with its officers and the independent public accountants who have certified
the financial  statements of AT&T as shall be necessary,  in the opinion of such
Holders  and such  underwriters  or  their  respective  counsel,  to  conduct  a
reasonable  investigation  within the meaning of the 1933 Act; provided that the
foregoing  shall  not  require  AT&T to  provide  access to (or  copies  of) any
competitively  sensitive  information  relating to AT&T or its  subsidiaries  or
their  respective  businesses;  provided  further  that (i) each  Holder and the
underwriters  shall have entered  into a  confidentiality  agreement  reasonably
acceptable to AT&T and the Holders and (i) the Holders and the  underwriters and
their respective  counsel and accountants shall use their reasonable  efforts to
minimize the disruption to AT&T's business and coordinate any such investigation
of the books,  records  and  properties  of AT&T and any such  discussions  with
AT&T's  officers and  accountants so that all such  investigations  occur at the
same time and all such discussions occur at the same time.

                                       11
<PAGE>

     Section  2.06.  Indemnification  and  Contribution.   (a)  AT&T  agrees  to
indemnify  and hold harmless  each Selling  Holder and each person,  if any, who
controls each Selling Holder within the meaning of either Section 15 of the 1933
Act or Section 20 of the 1934 Act from and against  any and all losses,  claims,
damages and liabilities,  joint or several (including,  without limitation,  any
legal or other  expenses  reasonably  incurred in connection  with  defending or
investigating  any such  action  or claim,  which  shall be  reimbursed  to such
Selling  Holder or such  control  person as  incurred),  insofar as such losses,
claims,  damages or liabilities (or actions or proceedings  whether commenced or
threatened  in  respect  thereof)  arise  out of or are  based  upon any  untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
registration  statement or any amendment thereof, any preliminary  prospectus or
prospectus  (as  amended  or  supplemented  if AT&T  shall  have  furnished  any
amendments or supplements  thereto) relating to the Registrable  Securities,  or
any omission or alleged omission to state therein a material fact required to be
stated  therein or  necessary  to make the  statements  therein not  misleading,
except insofar as such losses,  claims, damages or liabilities are caused by any
such untrue  statement or omission or alleged untrue statement or omission based
upon information  furnished to AT&T in writing by a Selling Holder expressly for
use therein.  AT&T also shall not be liable to the extent that any loss,  claim,
damage, liability (or action or proceeding in respect thereof) or expense arises
out of or is based  upon (i) the use of any  prospectus  after  such time as the
obligation of AT&T to keep the same  effective and current has expired,  or (ii)
the use of any  prospectus  after  such  time as AT&T has  advised  the  Selling
Holder(s) in writing that a  post-effective  amendment or supplement  thereto is
required, except such prospectus as so amended or supplemented;  and, AT&T shall
not be liable to any Person who  participates  as an underwriter in the offering
or sale of Registrable Securities or any other Person, if any, who controls such
underwriter  within the  meaning of the  Securities  Act, to the extent that any
loss, claim,  damage,  liability (or action or proceeding in respect thereof) or
expense  arises  out of the  matters  described  in the  first  proviso  of this
sentence or in (i) or (ii) above or such Person's failure to send or give a copy
of the  final  prospectus  or  supplement  to the  Persons  asserting  an untrue
statement  or alleged  untrue  statement  or omission or alleged  omission at or
prior to the written confirmation of the sale of Registrable  Securities to such
Person  if such  statement  or  omission  was  timely  corrected  in such  final
prospectus or supplement.  AT&T also agrees to indemnify any  underwriter of the
Registrable  Securities  so offered and each person,  if any, who controls  such
underwriter  on the  same  basis as that of the  indemnification  by AT&T of the
Selling Holder provided in this Section 2.06(a).

     (b) Each Selling  Holder  agrees,  and each  underwriter,  selling agent or
securities  professional,  if any, of Registrable  Securities  shall agree, as a
consequence of  facilitating  the  disposition of such  Registrable  Securities,
severally and not jointly,  to indemnify and hold harmless  AT&T, its directors,
the  officers who sign a  registration  statement  and each  person,  if any who
controls AT&T within the meaning of either Section 15 of the 1933 Act or Section
20 of the 1934 Act,  from and against any and all  losses,  claims,  damages and
liabilities  (including,   without  limitation,  any  legal  or  other  expenses
reasonably  incurred in  connection  with  defending or  investigating  any such
action or claim,  which shall be  reimbursed  to AT&T or such control  person as
incurred) insofar as such losses,  claims, damages or liabilities (or actions or
proceedings  whether commenced or threatened in respect thereof) arise out of or

                                       12
<PAGE>

are based upon any untrue  statement or alleged  untrue  statement of a material
fact  contained in any  registration  statement or any  amendment  thereof,  any
preliminary  prospectus or prospectus (as amended or  supplemented if AT&T shall
have  furnished  any  amendments  or  supplements   thereto)   relating  to  the
Registrable  Securities,  or any omission or alleged omission to state therein a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading,  but in each case only with  reference  to  information
furnished in writing by or on behalf of such Selling Holder expressly for use in
a  registration  statement,  any  preliminary  prospectus,   prospectus  or  any
amendments or supplements thereto.  Each Selling Holder also agrees to indemnify
any  underwriter of the  Registrable  Securities so offered and each person,  if
any,  who  controls  such   underwriter  on  the  same  basis  as  that  of  the
indemnification by such Selling Holder of AT&T provided in this Section 2.06(b).

     (c) Each party indemnified under paragraph (a) or (b) above shall, promptly
after receipt of notice of a claim or action against such  indemnified  party in
respect of which  indemnity  may be sought  hereunder,  notify the  indemnifying
party in writing of the claim or action;  provided,  that the  failure to notify
the indemnifying  party shall not relieve it from any liability that it may have
to an  indemnified  party on account of the  indemnity  agreement  contained  in
paragraph (a) or (b) above except to the extent that the indemnifying  party was
actually  prejudiced  by such  failure.  If any such  claim or  action  shall be
brought  against  an  indemnified   party,   and  it  shall  have  notified  the
indemnifying  party  thereof,  unless  in such  indemnified  party's  reasonable
judgment a conflict of interest between such indemnified  party and indemnifying
parties  may exist in respect of such  claim,  the  indemnifying  party shall be
entitled to participate therein, and, to the extent that it wishes, jointly with
any other similarly notified  indemnifying party, to assume the defense thereof.
After  notice  from  the  indemnifying  party  to the  indemnified  party of its
election to assume the defense of such claim or action,  the indemnifying  party
shall not be liable to the  indemnified  party under this  Section  2.06 for any
legal  or other  expenses  subsequently  incurred  by the  indemnified  party in
connection  with the  defense  thereof.  Any  indemnifying  party  against  whom
indemnity may be sought under this Section 2.06 shall not be liable to indemnify
an  indemnified  party if such  indemnified  party  settles such claim or action
without the written consent of the indemnifying  party.  The indemnifying  party
may not agree to any  settlement  of any such claim or action (other than solely
for  monetary  damages for which the  indemnifying  party  shall be  responsible
hereunder,  the result of which shall be applied to or against  the  indemnified
party) without the prior written consent of the indemnified party, which consent
shall not be unreasonably  withheld,  or unless such  settlement,  compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability  arising  out of such  action  or claim  and (ii)  does not  include a
statement as to, or an admission of, fault,  culpability or a failure to act, by
or on behalf of any indemnified  party. In any action  hereunder as to which the
indemnifying party has assumed the defense thereof,  the indemnified party shall
continue to be entitled to participate in the defense  thereof,  with counsel of
its own choice, but the indemnifying  party shall not be obligated  hereunder to
reimburse the indemnified party for the costs of such counsel.

     (d) If the indemnification  provided for in this Section 2.06 shall for any
reason  be  unavailable  (other  than  in  accordance  with  its  terms)  to  or
insufficient  to hold  harmless  an  indemnified  party in  respect of any loss,
liability,  cost,  claim or damage referred to therein,  then each  indemnifying
party shall, in lieu of indemnifying such indemnified  party,  contribute to the
amount  paid or  payable  by such  indemnified  party as a result of such  loss,
liability, cost, claim or damage in such proportion as is appropriate to reflect
the relative fault of, and benefits derived by, such  indemnifying  party on the
one hand and such  indemnified  party on the other hand from the offering of the
Registrable Securities,  as well as any other relevant equitable considerations.
The  relative  fault  of such  indemnifying  party  on the  one  hand  and  such

                                       13
<PAGE>

indemnified  party on the other hand shall be  determined by reference to, among
other things,  whether the untrue or alleged untrue statement of a material fact
or the  omission  or  alleged  omission  to state a  material  fact  relates  to
information supplied by such indemnifying party or by such indemnified party and
the parties' relative intent,  knowledge,  access to information and opportunity
to correct or prevent such statement or omission.  The amount paid or payable by
an indemnified party as a result of the loss, cost, claim,  damage or liability,
or action in  respect  thereof,  referred  to above in this  paragraph  shall be
deemed to include,  for purposes of this paragraph,  any legal or other expenses
reasonably  incurred by such indemnified party in connection with  investigating
or defending  any such action or claim.  The parties  agree that it would not be
just and equitable if contribution pursuant to this Section 2.06 were determined
by pro rata allocation (even if the underwriters  were treated as one entity for
such purpose) or by any other method of  allocation  which does not take account
of the equitable  considerations referred to in this paragraph.  Notwithstanding
any other provision of this Section 2.06, no Selling Holder shall be required to
contribute  any amount in excess of the amount by which the total price at which
the  Registrable  Securities  of such Selling  Holder were offered to the public
exceeds the amount of any damages which such Selling  Holder has otherwise  been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission.  No person guilty of fraudulent  misrepresentation  (within
the meaning of Section 11(f) of the 1933 Act) shall be entitled to  contribution
from any person who was not guilty of such fraudulent misrepresentation.

     (e) The  obligations  of the parties  under this  Section  2.06 shall be in
addition to any liability which any party may otherwise have to any other party.

     Section 2.07. Holdback Agreement.  If any demand or piggyback  registration
pursuant to this Article 2 shall be in connection  with an  underwritten  public
offering of equity Registrable  Securities or equity securities to be offered by
AT&T,  each  Selling  Holder  agrees  not to  effect  any sale or  distribution,
including  any sale under Rule 144, of any equity  security  of AT&T  (otherwise
than through the  registered  public  offering then being made),  within 30 days
prior to or 90 days (or such lesser period as the lead or managing  underwriters
may permit)  after the  effective  date of the  registration  statement  (or the
commencement of the offering to the public of such Registrable Securities in the
event that AT&T  consents to Rule 415  Offerings ). For each such  registration,
AT&T shall  provide  each  Selling  Holder with notice of the  applicable  dates
during which the foregoing restriction will be in effect.

                                   ARTICLE 3
                                  Miscellaneous

     Section 3.01. Amendments,  Waivers, etc. This Agreement may not be amended,
changed,  supplemented,  waived or otherwise modified or terminated except by an
instrument in writing  signed by the party against whom  enforcement  is sought.
Each Holder of Registrable  Securities outstanding at the time of any amendment,
waiver,  supplement  or consent or thereafter  shall be bound by any  amendment,
waiver, supplement or consent effected pursuant to this Section 3.01, whether or
not any notice, writing or marking indicating such amendment, waiver, supplement
or consent appears on the Registrable Securities or is delivered to such Holder.
The failure of any party to exercise any right,  power or remedy  provided under
this Agreement or otherwise  available in respect hereof at law or in equity, or
to insist upon compliance by any other party with its obligations hereunder, and
any custom or practice of the parties at variance with the terms  hereof,  shall
not constitute a waiver by such party of its right to exercise any such or other
right, power or remedy or to demand such compliance.

                                       14
<PAGE>

     Section  3.02.  Entire  Agreement.   This  Agreement  embodies  the  entire
agreement and  understanding  between the parties relating to the subject matter
hereof and supersedes all prior agreements and  understandings  relating to such
subject matter.

     Section  3.03.  Severability.   If  any  term  of  this  Agreement  or  the
application  thereof  to any  party or  circumstance  shall be held  invalid  or
unenforceable to any extent, the remainder of this Agreement and the application
of such term to the other parties or circumstances shall not be affected thereby
and shall be enforced to the greatest extent permitted by applicable law.

     Section 3.04.  Successors and Assigns.  (a) This Agreement shall be binding
upon and shall  inure to the  benefit of and be  enforceable  by the parties and
their respective  successors and assigns;  provided that, except as set forth in
Section  3.04(b) below,  neither the rights nor the obligations of any party may
be assigned or delegated without the prior written consent of the other parties,
which consent will not be unreasonably withheld, delayed, conditioned or denied.
If (i) (A) AT&T  Shares are  changed,  converted  or  exchanged  into or for any
shares of stock or other  securities,  or (B) any other shares or securities are
issued to Holders in  respect  of such AT&T  Shares (or such  shares of stock or
other  securities into which or for which such shares are so changed,  converted
or exchanged) upon any reclassification,  share combination,  share subdivision,
share dividend, share exchange, merger,  consolidation or similar transaction or
event,  including,  without  limitation,  in connection  with any  Restructuring
Transaction or the issuance of any Tracking Stock (any such change or conversion
pursuant to clause (A) or issuance pursuant to clause (B), an "Event"), and (ii)
the  securities  acquired  by  Holders  as a result of an Event are  Registrable
Securities,  AT&T shall cause each issuer of such shares or securities to assume
AT&T's obligations hereunder with respect to such shares or securities.

     (b)  Cox@Home  may  assign  its  rights  and  obligations  hereunder  to  a
transferee  of  its  Registrable  Securities  that  is a  Permitted  Transferee;
provided that such transferee shall execute a written instrument  agreeing to be
bound by the provisions of this Agreement as a Holder.

     Section 3.05.  Specific  Performance.  The parties  agree that  irreparable
damage  would occur in the event that any of the  provisions  of this  Agreement
were not performed in accordance  with their  specific  terms or were  otherwise
breached and monetary damages would be inadequate. It is accordingly agreed that
the parties will be entitled to enforce specifically the terms and provisions in
any court of the United States or any state having  jurisdiction,  this being in
addition to any other remedy to which they are entitled at law or in equity.

     Section  3.06.  Governing  Law. This  Agreement and all disputes  hereunder
shall be governed by and construed  and enforced in accordance  with the laws of
the State of New York.

                                       15
<PAGE>

     Section 3.07.  Name,  Captions.  The name  assigned this  Agreement and the
section captions used herein are for convenience of reference only and shall not
affect the interpretation or construction hereof.

     Section 3.08. Counterparts. This Agreement may be executed in any number of
counterparts,  each of which shall be deemed to be an original, but all of which
together shall  constitute one  instrument.  Each  counterpart  may consist of a
number of copies each signed by less than all, but  together  signed by all, the
parties hereto.

Section 3.09. Confidentiality. Each Holder agrees to keep confidential the fact
that AT&T has exercised its rights under Section 2.01(a)(i), any advice of AT&T
pursuant to Section 2.04(f) and any other information designated as
"confidential" and provided by AT&T in connection with this Agreement.

Section 3.10. Termination. This Agreement shall terminate and be of no further
force and effect upon the earlier of the date upon which all Registrable
Securities held by the Holders (i) have been sold pursuant to a registration
statement hereunder or have otherwise ceased to be "Registrable Securities" as
defined, or (ii) five years from the date hereof; provided that, notwithstanding
this Section 3.10, the provisions of Section 2.06 shall survive the termination
of this Agreement.

     Section 3.11. Notice of Transfer. Cox@Home shall notify AT&T as promptly as
practicable upon any Holder ceasing to be a Holder hereunder.

     Section 3.12. Notices.  All notices,  requests and other  communications to
any party hereunder shall be in writing (including  facsimile  transmission) and
shall be given,

                  if to Cox@Home, to:

                           Cox@Home, Inc.
                           1105 North Market Street
                           Suite 1300
                           Wilmington, DE  19899
                           Attention:  President
                           Fax: (302) 651-8425

                  with a copy to:

                           Dow, Lohnes & Albertson, PLLC
                           1200 New Hampshire Avenue, N.W.
                           Washington, DC 20036
                           Attention:  Stuart A. Sheldon, Esq.
                           Fax: (202) 776-2222

                                       16
<PAGE>

                  if to AT&T, to:

                           295 North Maple Avenue
                           Basking Ridge, New Jersey 07920
                           Attention: Marilyn J. Wasser
                           Vice President - Law and Secretary
                           Fax: (908) 221-6618

                  with a copy to:

                           Wachtell, Lipton, Rosen & Katz
                           51 West 52nd Street
                           New York, New York 10019
                           Attention: Steven A. Rosenblum
                           Fax: (212) 403-2000




                  All such notices, requests and other communications shall be
deemed received on the date of receipt by the recipient thereof if received
prior to 5 p.m. in the place of receipt and such day is a business day in the
place of receipt. Otherwise, any such notice, request or communication shall be
deemed not to have been received until the next succeeding business day in the
place of receipt.


                                       17
<PAGE>




     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.

                           COX@HOME, INC.


                           By:/s/Mark Major
                              -----------------------------------------
                                 Name: Mark Major
                                 Title: Treasurer


                           AT&T CORP.


                           By:   /s/Raymond E. Liquori
                                 --------------------------------------
                                 Name: Raymond E. Liquori
                                 Title: Mergers and Acquisitions Vice President
                                        and Assistant Treasurer





















                [Signature Page to Registration Rights Agreement]