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                                                                      EXHIBIT 14

                                   AT&T CORP.

        CODE OF ETHICS FOR CHIEF EXECUTIVE AND SENIOR FINANCIAL OFFICERS

      AT&T's Code of Conduct includes "Our Common Bond", a set of business
values which guide all of our decisions and behavior. One of our values is that
all employees are held to the highest standards of integrity. We are honest and
ethical in all our business dealings, starting with how we treat each other. We
keep our promises and admit our mistakes. Our personal conduct ensures that
AT&T's name is always worthy of trust.

      The Company's Code of Conduct applies to all directors and employees of
the Company, including the Chief Executive, the Chief Financial Officer, the
Principal Accounting Officer and other senior financial officers. In addition to
being bound by the Code of Conduct's provisions about ethical conduct, conflicts
of interest and compliance with law, we have adopted the following Code of
Ethics specifically for our Chief Executive and senior financial officers.

      1.    You are responsible for full, fair, accurate, timely and
            understandable financial disclosure in reports and documents filed
            by the Company with the Securities and Exchange Commission and in
            other public communications made by the Company. The Company's
            accounting records must be maintained in accordance with all
            applicable laws, must be proper, supported and classified, and must
            not contain any false or misleading entries.

      2.    You are responsible for the Company's system of internal financial
            controls. You shall promptly bring to the attention of the General
            Counsel and the Audit Committee any information you may have
            concerning (a) significant deficiencies in the design or operation
            of internal controls which could adversely affect the Company's
            ability to record, process, summarize and report financial data, or
            (b) any fraud, whether or not material, that involves management or
            other employees who have a significant role in the Company's
            financial reporting, disclosures or internal controls.

      3.    You may not compete with the Company and may never let business
            dealings on behalf of the Company be influenced - or even appear to
            be influenced - by personal or family interests. You shall promptly
            bring to the attention of the General Counsel and the Audit
            Committee any information you may have concerning any actual or
            apparent conflicts of interest between personal and professional
            relationships, involving any management or other employees who have
            a significant role in the Company's financial reporting, disclosures
            or internal controls.

      4.    The Company is committed to complying with both the letter and the
            spirit of all applicable laws, rules and regulations. You shall
            promptly bring to the attention of the General Counsel and the Audit
            Committee any information you may have concerning evidence of a
            material violation of the securities or other laws, rules or
            regulations applicable to the Company or its employees or agents.
            You shall promptly bring to the attention of the General Counsel and
            the Audit Committee any information you may have concerning any
            violation of this Code of Ethics. The Board of Directors may
            determine, or
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            designate appropriate persons to determine, appropriate additional
            disciplinary or other actions to be taken in the event of violations
            of this Code of Ethics by the Company's Chief Executive or senior
            financial officers and a procedure for granting any waivers of this
            Code of Ethics.