##### 









UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




---

FORM 10-K/A

Amendment No. 1


ANNUAL REPORT

PURSUANT TO SECTIONS 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2002

Commission file number: 0-31010

AT&T LATIN AMERICA CORP.

(Exact name of Registrant as Specified in Its
Charter)


|                                                                                  |  |                                               
|--------------------------------------------------------------------------------- |  | ----------------------------------------------
|Delaware(State or Other Jurisdiction of
    Incorporation)                        |  | 22-3687745(I.R.S. Employer Identification No.)
|                                                                                 
|2020 K Street, N.W., Washington, D.C.(Address of principal executive
    offices) |  | 20006(Zip code)                               

Registrants telephone number including
area code: (202) 689-6300

Securities registered pursuant to
Section 12(b) of the Act: None

Securities registered pursuant to
Section 12(g) of the Act:

Class A common stock, $0.0001 par value
per share


Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past 90 days.
Yes  x     No  o

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this
Form 10-K.  o

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Exchange Act
Rule 12b-2).
Yes  o     No  x

As of April 24, 2003, 45,554,017 shares of
the registrants Class A common stock, par value
$0.0001 per share, and 73,081,595 shares of the
registrants Class B common stock, par value $0.0001
per share, were outstanding. As of April 24, 2003, the
aggregate market value of the voting stock of the registrant
held by non-affiliates of the registrant based on the $0.08
closing price for the registrants Class A common
stock on OTCC on April 24, 2003 was approximately
$2,710,653. Directors, executive officers and 10% or greater
shareholders are considered affiliates for purposes of this
calculation but should not necessarily be deemed affiliates for
any other purpose.

DOCUMENTS INCORPORATED BY REFERENCE

None.



---






---



##### 



AT&T Latin America Corp. hereby amends its
annual report on the Form 10-K filed with the Securities
and Exchange Commission on March 28, 2003 with this
Form 10-K Amendment No. 1 to add Items 10 through 13
of Part III.

PART III

ITEM
10.     Directors and Executive
Officers of AT&T Latin America

Information regarding executive officers required
by Item 401 of Regulation S-K is furnished in a
separate disclosure in Part I of this Annual Report on
Form 10-K.

The following sets forth biographical information
for each of our directors.

Patricio E. Northlandhas been our Chairman of the board of
directors and Chief Executive Officer since August 2000.
Mr. Northland has over seventeen years of experience as an
international communications executive and entrepreneur.
Mr. Northland was Chairman of the board of directors,
President and Chief Executive Officer of FirstCom from November
1996 until the FirstCom merger. Born in Chile,
Mr. Northland is a U.S. citizen. In 1991,
Mr. Northland founded AmericaTel Corporation, a Miami-based
international communications carrier providing satellite-based
voice, data and fax communications services to corporate
customers throughout Latin America. Prior to his involvement
with AmericaTel, Mr. Northland held key management
positions with PanamSat and IntelSat. In 1996,
Mr. Northland sold his interest in AmericaTel to Entel.

A. Gary Ameshas
been a director since August 2000. Mr. Ames is currently
retired. From June 1998 to July 2000, Mr. Ames served as
President and Chief Executive Officer of MediaOne International,
a communications company. From July 1995 to June 1998,
Mr. Ames served as President and Chief Executive Officer of
US West International, also a communications company.
Mr. Ames currently serves on the board of directors of
Albertsons, Inc. (NYSE symbol: ABS), Tektronix Inc. (NYSE
symbol: TEK), Pac-West Telecomm Inc., and iPass, a private
company.

Edward M. Dwyerhas
been a director since May 2000. Since May 1997, Mr. Dwyer has
been Treasurer of AT&T Corp. From November 1989 to May 1997
he served as Chief Financial Officer of AT&T Capital Corp.

R. Reed Harrison IIIhas been a director since May 2001.
Mr. Harrison has been Senior Vice President of Network
Engineering & Operations of AT&T Corp. since January
2003 and has also held various other management positions with
AT&T Corp., which he joined in 1978. Mr. Harrison is
responsible for planning, engineering, and operation of AT&T
Corp.s network. He has also been the business leader with
overall profit and loss responsibility for AT&Ts CLEC
(competitive local exchange carrier) business in the United
States. Mr. Harrison has over 30 years experience in the
telecommunications industry: local network engineering and
operations at The C&P Telephone Company of Maryland; sales,
product planning and management, and Bell Labs R&D at
AT&T Network Systems; and CIO and long distance network
planning, engineering, and operations at AT&T Corp.

David C. Kleinmanhas been a director since August 2000.
Mr. Kleinman was a director of FirstCom Corporation from
May 1997 to the date of the FirstCom merger. Mr. Kleinman
is currently Adjunct Professor of Strategic Management at the
Graduate School of Business of The University of Chicago where
he has taught since 1971. Mr. Kleinman serves as the
non-executive chairman of the board of directors of Irex
Corporation. Mr. Kleinman is also a trustee of the Acorn
Fund, the Acorn International Fund, the Acorn USA Fund, the
Acorn Select Twenty Fund and the Acorn Foreign Forty Fund, which
are registered under the Investment Company Act of 1940, and he
serves as a member of the board of directors of Sonic Foundry,
Inc.

John C. Petrillohas
been a director since June 2000. Mr. Petrillo has held
various positions with AT&T Corp. since 1971, most recently
as Executive Vice President of Corporate Strategy and Business
Development, in which capacity he is responsible for overall
business strategy and the development of AT&T Corp.s
online service and electronic messaging businesses.

2



---



##### 



Geoff Websterhas
been a director since May 2002. Mr. Webster is
AT&Ts International Ventures Vice President with
overall responsibility for AT&Ts activities in the
International Ventures Organization. Mr. Webster joined
AT&T in November 2001 from Concert, where he served as Vice
President  Law for the network and global products
organizations from January 2000. Prior to that, Mr. Webster
served as General Counsel for the Concert organization before
its formal launch as the AT&T Corp./ British Telecom plc
global venture and, from April 1996 to September 1998, as
Corporate Counsel Europe for British Telecom plc.
Mr. Webster serves on the board of directors of Alestra,
the second largest telecommunications carrier in Mexico.

Richard K. Andersonhas been a director since March 2003.
Mr. Anderson has held various positions with AT&T Corp.
since 1995, most recently as Vice President, Strategy and
Applied Research. Prior to joining AT&T Corp.,
Mr. Anderson was the Chief Technology Officer for Kwasha
Lipton, an employee benefits consulting firm, where he was
responsible for strategic planning, administration, systems and
finance. Mr. Anderson was a Principal with McKinsey &
Company, in New York where he led their worldwide practice in
Information Management and Technology. Before that,
Mr. Anderson was a Partner with Andersen Consulting in
Washington, D.C.

Section 16(a) Beneficial Ownership
Reporting Compliance

Section 16(a) of the Securities Exchange Act
of 1934 requires our directors and executive officers, and
persons who own more than 10 percent of a registered class
of our equity securities, to file with the SEC initial reports
of ownership and reports of changes in beneficial ownership of
these equity securities. There were two filings which were filed
outside of the time permitted by the Exchange Act Rules. On
February 14, 2002, Lourdes Meneses filed a Form 3. The
event requiring a filing was April 3, 2001, the date Ms.
Meneses joined the Company. On April 15, 2003, Richard K.
Anderson filed a Form 3. Mr. Anderson was elected to
the Board of Directors of AT&T Latin America on
March 27, 2003. To our knowledge, other than as noted in
the preceding sentence and based upon the reports filed and
written representations that no other reports were required,
during the fiscal year ended December 31, 2002, none of our
directors, executive officers and 10% stockholders failed to
file on a timely basis reports required by Section 16(a).

3



---



##### 



ITEM
11.     Executive
Compensation

Summary Compensation Table

The following table describes the components of
the total plan and non-plan compensation that was awarded to,
earned by or paid to our chief executive officer during the year
ended December 31, 2002 and each of our four most highly
compensated executive officers (other than the chief executive
officer) who were serving as executive officers at the end of
2002, for any services rendered in any capacity to us or our
subsidiaries. We refer to these individuals as the named
executive officers.

|                            |                              |      |      |                     |      |              |         |              |  |                  |         |           |  |              |           |           |     |  |        |           |     |  |         |           |  |  |         |       |     
|--------------------------- | ---------------------------- | ---- | ---- | ------------------- | ---- | ------------ | ------- | ------------ |  | ---------------- | ------- | --------- |  | ------------ | --------- | --------- | --- |  | ------ | --------- | --- |  | ------- | --------- |  |  | ------- | ----- | ----
|                            |                              |      |      |                     |      |              |         |              |  |                  |         |          
|                            |                              |      |      |                     |      |              |         |              |  | Long-term        |         |          
|                            |                              |      |      |                     |      |              |         |              |  | Compensation (1) |         |          
|                            |                              |      |      |                     |      | Awards       |         |             
|                            |                              |      |      | Annual Compensation |      |              |         |             
|                            |                              |      |      |                     |      | Restricted   |         | Securities   |  |                 
|                            |                              |      |      |                     |      | Other Annual |         | stock        |  | underlying       |         | All Other
|                            |                              |      |      | Salary              |      | Bonus        |         | Compensation |  | award(s)         |         | options   |  | Compensation
|Name and principal position |                              | Year |      | ($)                 |      | ($)          |         | ($)          |  | ($)              |         | (#)       |  | ($)         
|                            |                              |      |      |                     |      |              |         |              |  |                  |         |           |  |             
|Patricio E. Northland       |                              |      | 2002 |                     |      |              | 585,083 |              |  |                  | 119,000 |           |  |              | 2,310,946 | (2)       |     |  |       |           |     |  | 750,000 |           |  |  | 158,131 | (11) 
|                            | Chairman of the Board and    |      |      | 2001                |      |              |         | 531,250      |  |                  |         | 450,000   |  |              |           | 2,609,845 | (3) |  |        | 2,660,000 | (4) |  |         | 1,170,000 |  |  |         | 7,000 | (12)
|                            | Chief Executive Officer      |      |      | 2000                | (10) |              |         | 186,250      |  |                  |         | 250,000   |  |              |           | 8,000     | (5) |  |        |          |     |  |         |          |  |  |         |      |     
|Marco A. Northland          |                              |      | 2002 |                     |      |              | 313,511 |              |  |                  | 32,500  |           |  |              | 8,800     | (5)       |     |  | 65,500 | (6)       |     |  | 70,000  |           |  |  | 89,451  | (13) 
|                            | Chief Operating Officer and  |      |      | 2001                |      |              |         | 296,929      |  |                  |         | 144,374   |  |              |           | 9,600     | (5) |  |        |          |     |  |         | 162,500   |  |  |         | 2,625 | (12)
|                            | Executive Vice President of  |      |      | 2000                | (10) |              |         | 88,166       |  |                  |         | 169,000   |  |              |           | 3,200     | (5) |  |        |          |     |  |         | 200,000   |  |  |         | 3,747 | (12)
|                            | Business Services            |      |      |                     |      |              |         |              |  |                  |         |           |  |              |           |           |     |  |        |           |     |  |         |           |  |  |         |       |     
|Thomas Canfield             |                              |      | 2002 |                     |      |              | 280,215 |              |  |                  | 29,994  |           |  |              | 8,800     | (5)       |     |  | 32,500 | (7)       |     |  | 70,000  |           |  |  | 102,500 | (14) 
|                            | General Counsel              |      |      | 2001                |      |              |         | 258,333      |  |                  |         | 97,565    |  |              |           | 9,600     | (5) |  |        |          |     |  |         | 153,000   |  |  |         |      |     
|                            |                              |      |      | 2000                | (10) |              |         | 88,333       |  |                  |         | 83,700    |  |              |           | 3,200     | (5) |  |        |          |     |  |         |          |  |  |         |      |     
|Jose Gandullia              |                              |      | 2002 |                     |      |              | 240,000 |              |  |                  | 31,512  |           |  |              | 82,130    | (8)       |     |  |       |           |     |  | 70,000  |           |  |  |        |      
|                            | General Manager  AT&T Peru  |      |      |                     |      |              |         |              |  |                  |         |           |  |              |           |           |     |  |        |           |     |  |         |           |  |  |         |       |     
|Carlos Fernandez            |                              |      | 2002 |                     |      |              | 228,524 |              |  |                  | 74,126  |           |  |              | 14,559    | (9)       |     |  |       |           |     |  | 70,000  |           |  |  |        |      
|                            | General Manager  AT&T Chile |      |      |                     |      |              |         |              |  |                  |         |           |  |              |           |           |     |  |        |           |     |  |         |           |  |  |         |       |     



---



|    |                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | There were no long-term compensation or LTIP
    pay-outs during 2002, 2001 and 2000.                                                                                                                                                                                                                                                                                                  
|   
|(2) | This other annual compensation consists of a
    $22,000 car allowance and $2,288,946 of retention bonus,
    including $538,946 of federal tax gross-ups.                                                                                                                                                                                                                             
|   
|(3) | This other annual compensation consists of a
    $24,000 car allowance and $1,000,000 of retention bonus and
    $1,585,845 of federal tax gross-up related to a 2,000,000
    restricted shares award.                                                                                                                                                                                
|   
|(4) | The dollar value at the date of the award of all
    the restricted shares awarded in 2001 was $2,660,000. As of
    December 31, 2002, the value of the 2,000,000 shares of
    restricted stock granted in 2001 was $430,000. The Company does
    not expect that any dividends will be paid in the foreseeable
    future with respect to common stock, including restricted stock.
|   
|(5) | This other annual compensation consists of a car
    allowance.                                                                                                                                                                                                                                                                                                                        
|   
|(6) | Represents the dollar value at the date of the
    award of 50,000 restricted shares of common stock. The Company
    does not expect that any dividends will be paid in the
    foreseeable future with respect to common stock, including
    restricted stock.                                                                                                                      
|   
|(7) | Represents the dollar value at the date of the
    award of 50,000 restricted shares of common stock. The Company
    does not expect that any dividends will be paid in the
    foreseeable future with respect to common stock, including
    restricted stock.                                                                                                                      
|   
|(8) | This other annual compensation consists of a car
    allowance and a required bonus pursuant to Peruvian law.                                                                                                                                                                                                                                                                          
|   
|(9) | This other annual compensation consists of a car
    allowance.                                                                                                                                                                                                                                                                                                                        



|     |                                                                            
|---- | ---------------------------------------------------------------------------
|(10) | Represents compensation from August 29, 2000
    through December 31, 2000.

4



---



##### 





|     |                                                                                                                                                                                                                                                                            
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(11) | Includes cash payment allowance for moving
    expenses of $128,145, employers matching contribution to
    our defined contribution plan of $7,333 and $22,653 of
    compensation related to personal expenses paid by the Company on
    his behalf for legal services.
|    
|(12) | Represents employers matching contribution
    to our defined contribution plan.                                                                                                                                                                                          
|    
|(13) | Represents cash payment allowance for moving
    expenses of $86,701 and employers matching contribution to
    our defined contribution plan of $2,750.                                                                                                                  
|    
|(14) | Represents cash payment allowance for moving
    expenses of $100,000 and employers matching contribution
    to our defined contribution plan of $2,500.                                                                                                                 

Stock Option Grants in 2002

The following table discloses the individual
grants of stock options made under our 2000 Long Term Incentive
Plan during the year ended December 31, 2002 to each of the
named executive officers:

|                      |                                                                               |                            |         |                  |  |                         |       |                             |  |                 |       |           |  |  |            |  |  |  |           |  |  |  |           |  | 
|--------------------- | ----------------------------------------------------------------------------- | -------------------------- | ------- | ---------------- |  | ----------------------- | ----- | --------------------------- |  | --------------- | ----- | --------- |  |  | ---------- |  |  |  | --------- |  |  |  | --------- |  | 
|                      |                                                                               |                            |         |                 
|Individual Grants     |                                                                               |                           
|                      |                                                                               | Potential realizable value
|                      |                                                                               | Number of                  |         |                  |  | at assumed annual rates
|                      |                                                                               | securities                 |         | Percent of total |  |                         |       | of stock price appreciation
|                      |                                                                               | underlying                 |         | options granted  |  | Exercise of             |       |                             |  | for option term
|                      |                                                                               | options                    |         | to employees in  |  | base price              |       | Expiration                  |  |                
|Name                  |                                                                               | Granted(#)(1)              |         | fiscal year      |  | ($/Sh)                  |       | Date                        |  | 5%($)(2)        |       | 10%($)(2)
|                      |                                                                               |                            |         |                  |  |                         |       |                             |  |                 |       |          
|Patricio E. Northland |                                                                               |                            | 750,000 |                  |  |                         | 18.56 | %                           |  |                 | 1.245 |           |  |  | 05/02/2007 |  |  |  | 1,191,728 |  |  |  | 1,503,814 | 
|                      | Chairman of the Board and Chief Executive Officer                             |                            |         |                  |  |                         |       |                             |  |                 |       |           |  |  |            |  |  |  |           |  |  |  |           |  | 
|Marco A. Northland    |                                                                               |                            | 70,000  |                  |  |                         | 1.70  | %                           |  |                 | 1.245 |           |  |  | 05/02/2007 |  |  |  | 111,228   |  |  |  | 140,356   | 
|                      | Chief Operating Officer and Executive Vice
    President of Business Services |                            |         |                  |  |                         |       |                             |  |                 |       |           |  |  |            |  |  |  |           |  |  |  |           |  | 
|Thomas Canfield       |                                                                               |                            | 70,000  |                  |  |                         | 1.70  | %                           |  |                 | 1.245 |           |  |  | 05/02/2007 |  |  |  | 111,228   |  |  |  | 140,356   | 
|                      | General Counsel                                                               |                            |         |                  |  |                         |       |                             |  |                 |       |           |  |  |            |  |  |  |           |  |  |  |           |  | 
|Jose Gandullia        |                                                                               |                            | 70,000  |                  |  |                         | 1.70  | %                           |  |                 | 1.245 |           |  |  | 05/02/2007 |  |  |  | 111,228   |  |  |  | 140,356   | 
|                      | General Manager  AT&T Peru                                                   |                            |         |                  |  |                         |       |                             |  |                 |       |           |  |  |            |  |  |  |           |  |  |  |           |  | 
|Carlos Fernandez      |                                                                               |                            | 70,000  |                  |  |                         | 1.70  | %                           |  |                 | 1.245 |           |  |  | 05/02/2007 |  |  |  | 111,228   |  |  |  | 140,356   | 
|                      | General Manager  AT&T Chile                                                  |                            |         |                  |  |                         |       |                             |  |                 |       |           |  |  |            |  |  |  |           |  |  |  |           |  | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Options are subject to a three-year vesting
    schedule.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|(2) | The 5% and 10% assumed rates of compound stock
    price appreciation are prescribed by the rules and regulations
    of the Securities Exchange Commission (SEC) and do not
    represent our estimate our projection of the future trading
    prices of our shares of Class A common stock. There can be
    no assurance that the actual stock price appreciation over the
    ten-year option term will be at the assumed 5% and 10% rates or
    at any other defined level. If the calculation of the
    potential realizable value at assumed annual rates of
    stock price appreciation for option term were based on the
    closing trading price of ATTLs Class A common stock
    as of December 31, 2002, instead of the exercise price as
    prescribed by the rules and regulations of the SEC, the
    potential realizable value for each of the options listed in
    this table would be $0.

5



---



##### 



Aggregated Option Exercises in Last Fiscal
Year and Fiscal Year-End Option Values

None of our named executive officers exercised
any of our stock options in fiscal 2002. The following table
provides information concerning the fiscal year-end value of
unexercised options, provided on an aggregated basis, of each of
the named executive officers:

|                      |                                                                               |                 |     |                |  |                           |     |                           |  |  |            |           |  |  |     |  | 
|--------------------- | ----------------------------------------------------------------------------- | --------------- | --- | -------------- |  | ------------------------- | --- | ------------------------- |  |  | ---------- | --------- |  |  | --- |  | 
|                      |                                                                               |                 |     |                |  | Number of securities      |     | Value of unexercised in- 
|                      |                                                                               |                 |     |                |  | underlying unexercised    |     | the-money options at     
|                      |                                                                               | Shares acquired |     |                |  | options at FY-end (2002)  |     | FY-end ($)               
|Name                  |                                                                               | on Exercise     |     | Value realized |  | Exercisable/Unexercisable |     | Exercisable/Unexercisable
|                      |                                                                               |                 |     |                |  |                           |     |                          
|Patricio E. Northland |                                                                               |                 | N/A |                |  |                           | N/A |                           |  |  | 4,315,111/ | 2,752,222 |  |  | 0/0 | 
|                      | Chairman of the Board and Chief Executive Officer                             |                 |     |                |  |                           |     |                           |  |  |            |           |  |  |     |  | 
|Marco A. Northland    |                                                                               |                 | N/A |                |  |                           | N/A |                           |  |  | 354,166/   | 211,667   |  |  | 0/0 | 
|                      | Chief Operating Officer and Executive Vice
    President of Business Services |                 |     |                |  |                           |     |                           |  |  |            |           |  |  |     |  | 
|Thomas Canfield       |                                                                               |                 | N/A |                |  |                           | N/A |                           |  |  | 150,999/   | 272,001   |  |  | 0/0 | 
|                      | General Counsel                                                               |                 |     |                |  |                           |     |                           |  |  |            |           |  |  |     |  | 
|Jose Gandullia        |                                                                               |                 | N/A |                |  |                           | N/A |                           |  |  | 199,999/   | 207,501   |  |  | 0/0 | 
|                      | General Manager  AT&T Peru                                                   |                 |     |                |  |                           |     |                           |  |  |            |           |  |  |     |  | 
|Carlos Fernandez      |                                                                               |                 | N/A |                |  |                           | N/A |                           |  |  | 217,499/   | 195,001   |  |  | 0/0 | 
|                      | General Manager  AT&T Chile                                                  |                 |     |                |  |                           |     |                           |  |  |            |           |  |  |     |  | 

Long-Term Incentive Plan

See Stock Option Grants in 2002 chart on page 5
for awards made to each named executive officer during the year
ended December 31, 2002 under our 2000 Long Term Incentive
Plan.

In November 2000 we adopted a deferred
compensation plan for various members of management that permits
them to defer 10% to 80% of their cash compensation until the
earlier of their termination of employment or the date on which
they designated as a distribution date at the time they elected
to make a deferral. The plan authorized the Company to make
voluntary contributions to the plan on behalf of the
participants, which amounts would have been subject to vesting.
To date the Company has made no voluntary contributions.
Deferrals made under the plan have been placed in a rabbi
trust which is primarily invested in policies insuring the
life of each participant. The investment income or losses on the
investments options made by the participants are included in our
consolidated statement of operations. To date we have included
approximately $0.2 million of investment losses with
respect to participants investment elections.

The plan entitled the participants to receive
their entire vested amount in the plan upon termination of
employment together with an additional amount calculated as a
gross-up using the maximum corporate income tax rate (currently
35%). The amount of gross up (assuming a 35% corporate tax rate)
was equal to 0.5384 multiplied by the participants account
balance upon distribution.

During January 2003, all participants of the
deferred compensation plan waived their rights to their
additional amounts calculated as a gross-up in lieu of early
termination of the plan. The plan was terminated in the first
quarter of 2003.

Compensation of Directors

Non-employee directors receive an annual retainer
of $25,000, payable on a quarterly basis in cash or in
deferred units. Under the deferred units
arrangement, a participant may elect to defer receipt of the
annual retainer by written notice to us no later than six months
before the date the annual retainer would otherwise be payable.
Any deferred annual retainer will be deemed invested in a
deferred unit account, which will initially be credited with a
notional number of our shares of Class A common stock equal
to the annual retainer so deferred divided by the fair market
value per share on the date the annual retainer would otherwise

6



---



##### 



be payable. One additional deferred unit will be
credited to the participants account for every five
deferred units credited to such participants account. The
participant will be immediately vested in the deferred units and
will vest in the additional units six months after such
additional units are credited to the account. If we pay
dividends on outstanding shares, dividends will also be credited
to accounts, in the form of additional units, as if units were
outstanding shares. The participant will vest in dividend units
at the same time as the underlying deferred units or additional
units in respect of which such dividend units are paid.


In addition, non-employee directors who are also
not employed by any affiliate will receive an annual retainer of
$5,000 to serve as chair of a board committee, payable in cash
on a quarterly basis. They also receive $1,000 per meeting for
attendance as a committee member or $1,250 per meeting for
attendance as a committee chairman.

On May 2, 2002, each such non-employee
non-affiliate director was granted options to acquire 100,000
shares at a price per share of $1.245. These options will vest
on May 2, 2003, subject to the directors continued
service on the board of directors.

Employment Contracts and Termination and
Change of Control Arrangements

Patricio E. Northland, our Chairman of the board
of directors and Chief Executive Officer, is party to a
five-year employment agreement that will automatically renew in
one-year increments starting in 2005, unless either party gives
notice of intent not to renew within 90 days of the end of
the initial term or additional term. Under this agreement,
Mr. Northland is to receive an annual base salary, which is
currently $595,000. Mr. Northlands annual base salary
may be increased each year as determined by our Compensation
Committee. Mr. Northland is to receive an annual
performance bonus that may range from 0% to 200% of base salary,
with a target bonus of 100% of base salary, that is determined
based upon the satisfaction of performance criteria established
by the compensation committee of our board of directors. In
addition, he is entitled to a retention bonus of up to
$3,000,000 payable in six equal installments of $500,000 on each
February 28, 2001, 2002 and 2003 and August 28, 2001, 2002
and 2003, provided he remains employed as of each such payment
date. Mr. Northland is also entitled to a car allowance of
$1,000 per month during his employment period. Under a separate
agreement, he is entitled to an annual retention bonus of up to
$750,000 plus a tax gross-up payment on that amount payable for
a period of 4 years on September 2002, 2003, 2004 and 2005.

If we terminate Mr. Northlands
employment other than for cause, or if he terminates
his employment for good reason, he will be entitled
to severance of two times the amount of his annual base salary
and target annual bonus plus a pro rata amount of the annual
bonus for the year in which his employment is terminated. In
addition, his retention bonus will be immediately payable, all
stock options and restricted stock will vest and his unsecured
loan in the amount of approximately $9.5 million will be
forgiven. Cause includes certain actions or
inactions of Mr. Northlands that may be harmful to
the Company, its affiliates or their respective businesses.
Good reason includes, without
Mr. Northlands written consent, a diminution of his
duties, responsibilities, salary or bonus, the relocation of his
principal place of business from the metropolitan Washington,
D.C. area, notice by us to terminate the automatic renewal of
the agreement, and his failure to be elected to the board of
directors as well as breach by the Company of any material term
of Mr. Northlands employment agreement.

Mr. Northland agreed not to compete against
us during his employment and thereafter for two years. Upon a
change of control of the Company, the retention bonus will be
immediately payable and the options and restricted shares will
immediately vest in full. If his change of control payments are
subject to an excise tax, and the payments subject to the excise
tax exceed 110% of the amount of payments that could be paid
that would not give rise to the excise tax, he will be entitled
to a gross-up payment in an amount sufficient to
make him whole after the imposition of the excise tax.

Jose Gandullia entered into an employment
contract, dated as of August 18, 2000, later revised June
2002, to serve as the General Manager of AT&T Peru, our
subsidiary. The employment agreement is for an indefinite term;
however, employment is at will and may be terminated by either
party following a required 30-day notification period. Pursuant
to this agreement, Mr. Gandullia is to receive an annual
base salary, which is

7



---



##### 



currently $282,240, and a target annual
performance bonus of 50% of base salary, determined based upon
the satisfaction of performance criteria established by AT&T
Perus board of directors. Each year Mr. Gandullia is
entitled to receive two complementary annual payments as
required by Peruvian labor laws in an amount equal to one month
of base salary. If Mr. Gandullia terminates his employment
for good reason or his employment is terminated
without cause, he may be entitled to a severance
payment in an amount equal to his annual base salary then in
effect plus an amount equal to the greater of his bonus earned
in the year his employment is terminated or the average of his
bonus earned in the prior two years. Until Mr. Gandullia
becomes eligible for comparable benefits from a subsequent
employer, he, his wife, dependents and beneficiaries will
continue to be eligible to participate in our medical, dental,
disability, life and other welfare insurance plans for a period
of 12 months following termination. Mr. Gandullia is
subject to a 12-month non-competition and non-soliciting clause
after his employment ends. Upon a change in control of the
Company, any unvested options held by him will vest.


Carlos Fernandez, the General Manager of AT&T
Chile, our subsidiary, entered into an employment contract with
AT&T Chile in 2000. Mr. Fernandez employment
contract has an initial term of five years and will
automatically renew for one year thereafter provided that
neither we nor Mr. Fernandez give notice of termination
prior to 90 days prior to the end of the current term.
Under his agreement, he is to receive an annual base salary,
which is currently $247,520, and a target annual performance
bonus of 50% of his annual base salary, determined based upon
the satisfaction of performance criteria established by AT&T
Chile. In addition, Mr. Fernandez was granted 100,000
options to purchase shares of our common stock. Half of these
options vested in 2001, one-quarter vested in 2002 and
one-quarter will vest in 2003. Mr. Fernandez is also
entitled to a car allowance not to exceed approximately $7,316
per year. If we terminate Mr. Fernandez employment
other than for cause, or if Mr. Fernandez
terminates his employment for good reason,
Mr. Fernandez may be entitled to severance in an amount
equal to his annual base salary then in effect, the highest of
the bonus earned in the year of termination or the average paid
to the executive in the two previous years. Until
Mr. Fernandez becomes eligible for comparable benefits from
a subsequent employer, he, his wife, dependents and
beneficiaries will continue to be eligible to participate in our
medical, dental, disability, life and other welfare insurance
plans for a period of 12 months following termination.
Mr. Fernandez is subject to a 12-month non-competition and
non-solicitation clause when his employment ends. Upon a change
in control of the Company, any unvested options held by him will
vest.

Marco A. Northland, Chief Operating Officer and
Executive Vice President of Business Services, entered into a
two-year employment agreement, dated as of June 26, 2000,
that automatically renews for an additional term unless either
party gives notice of termination at least 90 days prior to
the expiration of the current term. Under his employment
agreement, Mr. Northland is entitled to receive an annual
base salary, which is currently $325,000, and a target annual
performance bonus of 50% of his base salary to be determined
based upon the satisfaction of performance criteria established
by our Chief Executive Officer or the compensation committee of
our board of directors. In addition, Mr. Northland was
granted 200,000 options to purchase shares of our common stock.
Half of these options vested in 2001, one-quarter vested in 2002
and one-quarter will vest in 2003. Under his employment
agreement, Mr. Northland is entitled to a car allowance of
$400 per month. If Mr. Northlands employment is
terminated other than for cause, or he terminates
employment for good reason, Mr. Northland may
be entitled to a severance payment equal to his annual base
salary (as then in effect). He will also be entitled to the
greater of his target bonus for the year in which the
termination occurs or the average of his actual annual bonus
paid with respect to the two years preceding the year in which
the termination occurs. He will also be entitled to a pro rata
portion of the annual bonus paid for the year in which
termination of his employment occurs. Until Mr. Northland
becomes eligible for comparable benefits from a subsequent
employer, he, his wife, dependents and beneficiaries will
continue to be eligible to participate in our medical, dental,
disability, life and other welfare insurance plans for a period
of 12 months following termination of his employment. Upon
termination of employment, Mr. Northland will be subject to
a 12-month non-competition and non-solicitation agreement. Upon
a change in control of the Company, any unvested options or
restricted stock held by him will vest.

Thomas C. Canfield, General Counsel and
Secretary, has an employment agreement entered into in 2000 for
an initial two year employment term. Mr. Canfields
agreement automatically renews each year for an

8



---



##### 



additional year term unless we or
Mr. Canfield give notice of termination at least
90 days before the end of the current term. Under this
agreement, Mr. Canfield is entitled to receive an annual
base salary, which is currently $299,936, and a target annual
performance bonus of 50% of his base salary that is determined
based upon the satisfaction of performance criteria established
by our Chief Executive Officer or the compensation committee of
our board of directors. Mr. Canfield was granted 200,000
options to purchase shares of our common stock. Half of these
options vested in 2002 and the remaining portion will vest in
quarter installments in 2003 and 2004. In the event of a change
in control, all 200,000 options that were granted to him under
his employment agreement will immediately vest.
Mr. Canfield is also entitled to a car allowance of $400
per month during his employment. If we terminate
Mr. Canfields employment other than for
cause, or he terminates employment for good
reason, he may be entitled to a severance payment equal to
his annual base salary (as then in effect) and an amount equal
to the greater of his target bonus for the year in which the
termination occurs or the average of his actual annual bonus
paid with respect to the two years preceding the year in which
the termination occurs. He will also be entitled to a pro rata
portion of the annual bonus paid for the year in which his
employment was terminated. Until Mr. Canfield becomes
eligible for comparable benefits from a subsequent employer, he,
his wife, dependents and beneficiaries will continue to be
eligible to participate in our medical, dental, disability, life
and other welfare insurance plans for a period of 12 months
following termination of his employment. Upon termination of his
employment, Mr. Canfield will be subject to a 24-month
non-competition and non-solicitation agreement. Upon a change in
control of the Company, any unvested options or restricted stock
held by him will vest.


Compensation Committee Interlocks and Insider
Participation

During 2002:



| |   |                                                                                                                                                                                                                                                                   
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | None of the members of the compensation committee
    was an officer (or former officer) or employee of AT&T Latin
    America Corp. or any of our subsidiaries or our controlling
    shareholder;                                                               
|
| |  | None of the members of the compensation committee
    entered into (or agreed to enter into) any transaction or series
    of transactions with us or any of our subsidiaries or our
    controlling shareholder in which the amount involved exceeds
    $60,000;
|
| |  | None of our executive officers served on the
    compensation committee (or another board committee with similar
    functions) of any entity where one of that entitys
    executive officers served on our compensation committee;                             
|
| |  | None of our executive officers was a director of
    another entity where one of that entitys executive
    officers served on our compensation committee; and                                                                                                   
|
| |  | None of our executive officers served on the
    compensation committee (or another board committee with similar
    functions) of another entity where one of that entitys
    executive officers served as a director on our Board of
    Directors.           

9



---



##### 



Comparative Stock Performance Chart

The following stock performance chart compares
the cumulative total stockholder return on shares of our
Class A common stock since August 29, 2000 (when our
Class A shares began trading) with the Nasdaq Composite
Index and the Nasdaq Telecom Composite Index.

Explanation

The graph assumes $100 was invested on
August 29, 2000 in our shares of Class A common stock,
the Nasdaq Composite Index and the Nasdaq Telecom Composite
Index:

LOGO

|      |  |                          |        |                     |  |                    |        |  |  |  |        | 
|----- |  | ------------------------ | ------ | ------------------- |  | ------------------ | ------ |  |  |  | ------ | 
|      |  |                          |        | Nasdaq Stock Market |  | Nasdaq            
|      |  | AT&T Latin America Corp. |        | (U.S.)              |  | Telecommunications
|      |  |                          |        |                     |  |                   
|8/00  |  |                          | 100.00 |                     |  |                    | 100.00 |  |  |  | 100.00 | 
|9/00  |  |                          | 48.56  |                     |  |                    | 89.72  |  |  |  | 90.87  | 
|12/00 |  |                          | 15.83  |                     |  |                    | 60.08  |  |  |  | 57.84  | 
|3/01  |  |                          | 14.57  |                     |  |                    | 44.83  |  |  |  | 50.97  | 
|6/01  |  |                          | 28.66  |                     |  |                    | 52.84  |  |  |  | 42.28  | 
|9/01  |  |                          | 10.13  |                     |  |                    | 36.66  |  |  |  | 35.16  | 
|12/01 |  |                          | 6.79   |                     |  |                    | 47.66  |  |  |  | 38.72  | 
|3/02  |  |                          | 8.63   |                     |  |                    | 45.16  |  |  |  | 27.57  | 
|6/02  |  |                          | 3.11   |                     |  |                    | 35.99  |  |  |  | 16.63  | 
|9/02  |  |                          | 4.14   |                     |  |                    | 28.88  |  |  |  | 15.27  | 
|12/02 |  |                          | 1.21   |                     |  |                    | 32.95  |  |  |  | 17.84  | 



10



---



##### 





|         |                                                                                                             
|-------- | ------------------------------------------------------------------------------------------------------------
|ITEM 12. | Security Ownership of Certain Beneficial
    Owners and Management and Other Related Stockholder
    Matters

Ownership of Our Securities

The following table sets forth, as of
March 31, 2003, information regarding the beneficial
ownership of our common shares by:



| |   |                                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | each person that is known by us to own
    beneficially more than five percent of our outstanding shares
    based upon filings pursuant to Section 13(d) or
    (g) under the Securities Exchange Act of 1934;
|
| |  | each of our directors and named executive
    officers who own our shares; and                                                                                                                                 
|
| |  | all of our directors and executive officers as a
    group.                                                                                                                                                    

|                                                |  |          |   |                          |  |               |            |      |  |  |      |  
|----------------------------------------------- |  | -------- | - | ------------------------ |  | ------------- | ---------- | ---- |  |  | ---- | -
|                                                |  |          |   |                          |  | Percent of   
|                                                |  |          |   |                          |  | Class A and B
|                                                |  | Title of |   | Amount and Nature of     |  | Common       
|Name and Address of Beneficial Owner (1)        |  | Class    |   | Beneficial Ownership (2) |  | Stock (3)    
|                                                |  |          |   |                          |  |              
|AT&T Corp.                                      |  |          | B |                          |  |               | 73,081,595 | (4)  |  |  | 60.4 | %
|AT&T Corp.                                      |  |          | A |                          |  |               | 12,901,606 | (4)  |  |  | 6.6  | %
|Patricio E. Northland                           |  |          | A |                          |  |               | 8,865,111  | (5)  |  |  | 2.8  | %
|Lawrence E. Young                               |  |          | A |                          |  |               |           |      |  |  | *    |  
|Marco A. Northland                              |  |          | A |                          |  |               | 556,682    | (6)  |  |  | *    |  
|Thomas C. Canfield                              |  |          | A |                          |  |               | 304,499    | (7)  |  |  | *    |  
|Jose Bravo                                      |  |          | A |                          |  |               |           |      |  |  | *    |  
|Joao A. Elek                                    |  |          | A |                          |  |               | 46,332     | (8)  |  |  | *    |  
|Carlos Fernandez C.                             |  |          | A |                          |  |               | 257,499    | (9)  |  |  | *    |  
|Sergio Uribe                                    |  |          | A |                          |  |               |           |      |  |  | *    |  
|Jose Gandulia C.                                |  |          | A |                          |  |               | 239,999    | (10) |  |  | *    |  
|A. Gary Ames                                    |  |          | A |                          |  |               | 178,333    | (11) |  |  | *    |  
|Richard K. Anderson                             |  |          | A |                          |  |               |           |      |  |  | *    |  
|Edward A. Dwyer                                 |  |          | A |                          |  |               |           |      |  |  | *    |  
|R. Reed Harrison III                            |  |          | A |                          |  |               |           |      |  |  | *    |  
|David C. Kleinman                               |  |          | A |                          |  |               | 493,333    | (12) |  |  | *    |  
|John C. Petrillo                                |  |          | A |                          |  |               |           |      |  |  | *    |  
|Geoffrey S. Webster                             |  |          | A |                          |  |               |           |      |  |  | *    |  
|All directors and executive officers as a group |  |          | A |                          |  |               | 10,941,788 |      |  |  | 3.0  | %



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*   | Less than 1%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(1) | The address of all persons set forth in the table
    is 2020 K Street N.W., Washington D.C., 20006 unless stated
    otherwise.                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(2) | Beneficial ownership is a technical
    term broadly defined by the Securities and Exchange Commission
    to mean more than ownership in the usual sense. A person
    beneficially owns stock not only if he holds it
    directly, but also if he indirectly (through a relationship,
    position as a director or officer or trustee, or a contract or
    understanding) has or shares the power to vote the stock or the
    power to sell the stock, or has the right to acquire it within
    60 days.                                     
|   
|(3) | For purposes of this calculation we have assumed
    the following: i) all shares of Class B common stock
    have been converted into shares of Class A common stock,
    which may be done at any time at the election of the holder.
    AT&T Corp. indirectly owns 100% of our shares of
    Class B common stock, ii) the exercise by AT&T
    Corp. of 2,450,803 warrants to acquire shares of our
    Class A common stock at an exercise price of $0.01 per
    share, and iii) vested options are exercised only if the
    exercise prices are

11



---



##### 



| |  |                                                                                                                                                                      
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | lower than current market price of our common
    stock and its dilutive effect is included in the numbers of
    shares outstanding using the treasury stock method.



|    |                                                                                                                                                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | Includes the shares owned by ATTLA Holding Corp.,
    a wholly-owned subsidiary of AT&T Corp. The address of
    AT&T Corp. and ATTLA Holding Corp. is One AT&T Way,
    Bedminster New Jersey 07921-0752.                                                                              
|   
|(5) | Includes 5,465,111 shares of our Class A
    common stock that may be purchased upon the exercise of
    outstanding stock options of which 2,947,333 are held by
    Northland Investments, LTD., which is also the beneficial owner
    of 600,000 shares of our Class A common stock.
|   
|(6) | Includes 410,832 shares of our Class A
    common stock that may be purchased upon the exercise of
    outstanding stock options.                                                                                                                                                       
|   
|(7) | Includes 254,499 shares of our Class A
    common stock that may be purchased upon the exercise of
    outstanding stock options.                                                                                                                                                       
|   
|(8) | Includes 46,332 shares of our Class A common
    stock that may be purchased upon the exercise of outstanding
    stock options.                                                                                                                                                        
|   
|(9) | Includes 257,499 shares of our Class A
    common stock that may be purchased upon the exercise of
    outstanding stock options.                                                                                                                                                       



|     |                                                                                                                                                                                                               
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Includes 239,999 shares of our Class A
    common stock that may be purchased upon the exercise of
    outstanding stock options.                                                                             
|    
|(11) | Includes 5,000 shares held under the A. Gary and
    Barb Ames Living Trust. Includes 173,333 shares of our
    Class A common stock that may be purchased upon the
    exercise of outstanding stock options.
|    
|(12) | Includes 463,333 shares of our Class A
    common stock that may be purchased upon the exercise of
    outstanding stock options.                                                                             

Ownership of AT&T Corp.
Securities

The following table sets forth, as of
March 31, 2003, information regarding the beneficial
ownership of AT&T Corp. common stock by:



| |   |                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------
| |  | each of AT&T Latin Americas directors,
    nominees for directors and named executive officers who own
    AT&T Corp. shares; and
|
| |  | all of our directors and executive officers as a
    group.                                                                       

|                                                        |  |                  |           |    
|------------------------------------------------------- |  | ---------------- | --------- | ---
|                                                        |  | AT&T Corp.      
|                                                        |  | Common Stock    
|Name and Beneficial Owner                               |  | Number of Shares
|                                                        |  |                 
|A. Gary Ames                                            |  |                  | 157,067   | (1)
|Edward M. Dwyer                                         |  |                  | 78,050    | (2)
|R. Reed Harrison III                                    |  |                  | 157,650   | (3)
|John C. Petrillo                                        |  |                  | 513,546   | (4)
|Geoffrey Webster                                        |  |                  | 7,967     | (5)
|Richard K. Anderson                                     |  |                  | 131,166   | (6)
|All our directors and executive officers as a
    group |  |                  | 1,045,446 |    

No beneficial owner listed in this table owns
more than 1% of the class of securities presented nor do the
directors and executive officers as a group.



---



|    |                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes 157,067 shares that may be purchased
    upon the exercise of outstanding options.                                                                                                                                        
|   
|(2) | Includes 77,267 shares that may be purchased upon
    the exercise of outstanding options.                                                                                                                                         
|   
|(3) | Includes 135,294 shares that may be purchased
    upon the exercise of outstanding options. Also includes 6,375
    Stock Fund Units in the AT&T Long Term Savings Plan and 185
    shares in the Employee Stock Ownership Program.

12



---



##### 





|    |                                                                                            
|--- | -------------------------------------------------------------------------------------------
|(4) | Includes 487,864 shares that may be purchased
    upon the exercise of outstanding options.
|   
|(5) | Includes 5,467 shares that may be purchased upon
    the exercise of outstanding options.  
|   
|(6) | Includes 118,010 shares that may be purchased
    upon the exercise of outstanding options.

Securities Authorized for Issuance under
Equity Compensation Plans

The following table sets forth information
regarding our existing compensation plans under which equity
securities are authorized for issuance as of December 31,
2002.

|                                                                |                                                                           |                         |  |                      |  |                         |   |        |  |  |  |           | 
|--------------------------------------------------------------- | ------------------------------------------------------------------------- | ----------------------- |  | -------------------- |  | ----------------------- | - | ------ |  |  |  | --------- | 
|                                                                |                                                                           |                         |  |                      |  | Number of securities   
|                                                                |                                                                           |                         |  |                      |  | remaining available for
|                                                                |                                                                           |                         |  |                      |  | future issuance under  
|                                                                |                                                                           | Number of securities to |  | Weighted-average     |  | equity compensation    
|                                                                |                                                                           | be issued upon exercise |  | exercise price of    |  | plans (excluding       
|                                                                |                                                                           | of outstanding options, |  | outstanding options, |  | securities reflected in
|Plan Category                                                   |                                                                           | warrants, and rights    |  | warrants and rights  |  | column (a))            
|                                                                |                                                                           |                         |  |                      |  |                        
|Equity compensation plans approved by security
    holders:     |                                                                           |                         |  |                      |  |                         |   |        |  |  |  |          
|                                                                | -2000 Long Term Incentive Plan                                            |                         |  | 11,299,382           |  |                         | $ | 5.9553 |  |  |  | 3,530,811 | 
|                                                                | -FirstCom LTIP                                                            |                         |  | 7,561,666            |  |                         | $ | 5.9747 |  |  |  |          | 
|Equity compensation plans not approved by
    security holders: |                                                                           |                         |  |                      |  |                         |   |        |  |  |  |          
|                                                                | -Stock options issued in connection with
    settlement of certain claims |                         |  | 283,750              |  |                         | $ | 2.1095 |  |  |  |          | 



|         |                                                   
|-------- | --------------------------------------------------
|ITEM 13. | Certain Relationships and Related
    Transactions

Relationship with AT&T Corp.

We have been informed that our majority
shareholder, AT&T Corp., is seeking to disengage from its
investment in our Company through sale or other disposition of
its equity interest and debt position. As of December 31,
2002, AT&T Corp. owned directly or indirectly approximately
68.3% of the shares of capital stock, representing approximately
95.2% of the voting power and held approximately
$903.7 million of our long-term debt and preferred stock,
including accrued interest and preferred dividends. In January
2003, AT&T Corp. announced that it had reached a non-binding
letter of intent to sell all of the Class A and
Class B common stock of AT&T Latin America owned by it
for a nominal price to Southern Cross LLC, a telecommunications
and investment holding company. We also have received
expressions of interest from a number of other qualified
strategic and financial investors. We will continue to pursue
all strategic options for the Company that serve our objective
of maximizing value for our constituents.

If AT&T Corp. were no longer to hold a
majority of the equity interest in the Company, we expect that
certain brand, commercial and other contractual arrangements we
have with AT&T Corp. will likely expire, be terminated or be
phased out over time. These arrangements include:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | our regional vehicle agreement with AT&T
    Corp., which agreement establishes the territory in South
    America and the Caribbean in which we operate, the types of
    services we are permitted to provide or are restricted from
    providing, certain restrictions on AT&T Corp.s ability
    to compete with us in our designated region and certain rights
    we have to acquire similar businesses in our region from
    AT&T Corp., in the event it acquires such businesses;
|
| |  | our non-exclusive service mark license, which
    allows us to use the AT&T brand and logo in our operations
    and for our services, subject to certain qualifications as to
    service quality and requirements as to brand monitoring and
    management; and                                                                                                                                                                                                                          
|
| |  | our joint sales initiative, which along with
    related arrangements provides for the compensation of the
    AT&T Corp. sales force for sales of our services to AT&T
    Corp. customers and for joint account planning with respect to
    such customers.                                                                                                                                                                                                                              

13



---



##### 



We expect that a sale or other disposal by
AT&T Corp. of its investment in us, and the termination of
these commercial arrangements will generally reduce the volume
of customer referrals through AT&T Corp., and, at least in
the short term, the number of direct relationships we have with
AT&T Corp.s global customers that we service in South
America and internationally using our infrastructure. In
addition, AT&T Corp. is deploying an enhanced global data
network, known as the AGN, including in several South American
cities, and we expect that some of these customers may choose to
transition to the AT&T Corp. global network for a
substantial portion of the international data services we
currently provide. We are currently discussing with AT&T
Corp. the terms of commercial transition arrangements and our
future commercial relationship. Given our advanced regional
network covering key South American business centers, our
integrated regional platform, our high-quality services and our
strong relationships with numerous customers that are also
customers of AT&T Corp., we are working to maintain a
collaborative and productive commercial relationship with
AT&T Corp. At the same time, we believe that a disengagement
by AT&T Corp. from its investment in us may open potential
opportunities for us to strengthen relationships with other
major international carriers and their customers, which
opportunities are not fully available to us under our current
business model and contractual restrictions with AT&T Corp.

Regional Vehicle Agreement with AT&T
Corp.

We entered into a regional vehicle
agreement with AT&T Corp. at the time of the FirstCom
merger. This section describes the material terms of the
regional vehicle agreement and related provisions of our
certificate of incorporation. Some of the terms of the regional
vehicle agreement relate to our relationship with Concert,
AT&T Corp.s global joint venture with British Telecom.
In October 2001, AT&T announced that Concert would be
unwound and that transaction was completed in February 2002.

If AT&T disengages from its equity interest
in us, we believe that the regional vehicle agreement will be
terminated.



| |         
| | --------
| | Purpose.

The parties defined the overall scope and nature
of our operations in the regional vehicle agreement as well as
in our certificate of incorporation.



| |       
| | ------
| | Scope.

The regional vehicle agreement and the
certificate of incorporation define:



| |   |                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------
| |  | where we may operate;                                                                                          
|
| |  | what communications services we may provide and,
    in some cases, to whom those services may be provided; and
|
| |  | the conditions under which AT&T Corp. and its
    affiliates may compete with us.                              



| |      
| | -----
| | Term.

The regional vehicle agreement has an indefinite
term and in general will terminate only by mutual agreement of
AT&T Corp. and us. However, AT&T Corp. may terminate the
regional vehicle agreement at any time after the termination of
our service mark license agreement with AT&T Corp., which
license agreement governs our use of the AT&T service mark
and logo in our business. We have been informed by AT&T
Corp. that it intends to terminate the regional vehicle
agreement if the service mark license is terminated.

Our Region

Our certificate of incorporation permits us to
operate only in the countries of South America and the
Caribbean, plus Panama but excluding Cuba. In addition, the
regional vehicle agreement restricts us from operating in
Venezuela.

14



---



##### 



Our Services

Our certificate of incorporation limits our
business generally to the provision of telecommunications
services. Following is a description of the services that we are
permitted to provide under the regional vehicle agreement, as
well as limitations on our services:

Permitted Services.We may provide the following services:



| |   |                                                                                                                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | long distance;                                                                                                                                                                                                                                                      
|
| |  | 1-800/toll-free;                                                                                                                                                                                                                                                    
|
| |  | local voice delivered through fixed lines;                                                                                                                                                                                                                          
|
| |  | Internet access;                                                                                                                                                                                                                                                    
|
| |  | e-commerce or electronic commerce;                                                                                                                                                                                                                                  
|
| |  | fixed wireless for network connections;                                                                                                                                                                                                                             
|
| |  | video conferencing;                                                                                                                                                                                                                                                 
|
| |  | web hosting, which involves providing or managing
    equipment to operate an Internet web site;                                                                                                                                                                    
|
| |  | voice over Internet Protocol, which involves the
    transmission of voice over an inter-networking standard that
    enables communication across the Internet regardless of the
    hardware or software used;                                                    
|
| |  | AT&T calling card services, and AT&T
    Direct® services, which allow callers to access AT&T
    networks from points throughout the world;                                                                                                                        
|
| |  | dedicated line services, which involve the
    leasing of network lines expressly for connecting two or more
    users. These dedicated lines establish a permanent circuit
    dedicated solely to the use of the particular customer;                             
|
| |  | switched digital services, which allow users to
    establish end-to-end digital connections over shared facilities
    on an as-needed basis, similar in concept to making a telephone
    call; and                                                               
|
| |  | virtual network services, which involve a
    connection of customer networks to an operators network to
    create an overall capability for voice and data services that
    acts functionally like a network owned or operated exclusively
    by that customer.

We may also provide data services using the
following protocols for transmitting data over a communications
network:



| |   |                                                                                                                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | packet X.25, an older protocol designed for
    transmitting data files in pieces or packets over
    analog communications networks that were originally designed for
    voice traffic;                                                                                 
|
| |  | frame relay, a newer protocol designed for
    transmission of data over digital networks in packets of varying
    length; and                                                                                                                                             
|
| |  | ATM, or asynchronous transfer mode, an even newer
    protocol, designed for transmitting data in fixed-size packets
    or cells to enable networks to accommodate many
    different transmission systems and permit transmission of a mix
    of voice, data and video.

Prohibited Services.The regional vehicle agreement limits
our ability to provide some services. We may not provide:



| |   |                                                                                                                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | mobile wireless/personal communications services;                                                                                                                                                     
|
| |  | cable telephone or cable services, which include
    telephone, data and video services, as well as Internet access,
    delivered through networks typically used to deliver cable
    television; or

15



---



##### 





| |   |                                                                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | cross-border transport services between two or
    more countries to international carriers and select services
    involving the arrangement, management and delivery of
    termination of international communications traffic.

In addition, we may not provide solutions
services, such as outsourcing professional services and systems
integration. Outsourcing professional services include:



| |   |                                                                                                                                                                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | providing professional services relating to
    network architecture validation, implementation, operations and
    life cycle management, which include confirming that a
    networks design works efficiently, installing and testing
    network equipment and managing the need for change to the
    network;
|
| |  | business process consulting and migration
    planning and implementation, which include planning to ensure
    that a customers network properly supports the
    customers objectives and planning for and implementing
    changes to that network; and                                                        
|
| |  | ownership and acquisition of assets from and on
    behalf of customers related to providing outsourcing
    professional services.                                                                                                                                                                                 

Systems integration involves:



| |   |                                                                                                                                                                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | advising clients how best to use information
    technology to achieve their ends and to reengineer business
    processes to make organizations work more effectively;                                                                  
|
| |  | specifying, designing or building integrated
    business systems for or on behalf of clients;                                                                                                                                           
|
| |  | managing the change to those systems for or on
    behalf of clients;                                                                                                                                                                    
|
| |  | supporting, maintaining, enhancing, operating or
    further developing those systems for or on behalf of clients,
    providing program or project management and integration of
    customer-defined individual customer solutions; and
|
| |  | providing other related services required or
    requested by clients in connection with the services listed
    above.                                                                                                                  

Systems integration services do not include the
underlying capability to provide services.

Managed Network Services.Although we may not provide solutions
services, we may provide managed network services to companies
other than multinational corporations reserved for the Concert
global venture between AT&T Corp. and British Telecom.
Managed network services include providing:



| |   |                                                                                                                                                                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | services to a customer that consist solely of
    providing and maintaining the elements of a customers wide
    area communications network, which is a network connecting two
    or more customer sites, each of which may operate an internal
    local area network;
|
| |  | services to the extent relating to a
    customers wide area communications network, directly
    related planning, design, installation, maintenance and ongoing
    support functions; and                                                                             
|
| |  | equipment on the customers premises at the
    interface between a wide area communications network and the
    remainder of the customers networking environment insofar
    as that equipment facilitates:                                                            



| |   |                                                                                                                                                                                                                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the maintenance of the customers wide area
    communication services;                                                                                                                                                                                                                                                       
|
| |  | the recording of performance data with respect to
    the customers wide area communications services;                                                                                                                                                                                                                       
|
| |  | the provisioning of new wide area communications
    services to the customer or changes in the parameters of these
    services; or                                                                                                                                                                                          
|
| |  | the integration of multiple wide area
    communications services, excluding in the case of the first two
    items listed in this paragraph any such service or equipment
    that materially extends services beyond the interface described
    above further into the customers non-wide area
    communications network.

16



---



##### 



We do not believe that this restriction on our
providing managed network services to multinational customers
reserved for Concert will materially affect our ability to
implement our growth strategy, especially in light of
Concerts dissolution.

To the extent we provide services under the
AT&T Latin America brand or other AT&T Corp. brands,
there are service limitations in the service mark license
agreement with AT&T Corp., which are described below.

Competition by AT&T Corp.

The regional vehicle agreement limits the ability
of AT&T Corp. and its subsidiaries to compete with us. It
also places obligations on AT&T Corp. if it acquires our
competitors with specific characteristics, as described below.

The limitations on competition and the
obligations of AT&T Corp. relating to the acquisitions of
competitors discussed below do not apply to Concert or companies
related to the AT&T Global Network Services companies,
AT&T Corp.s Liberty Media group, now spun-off, or
AT&T Corp.s acquisition of MediaOne, now part of
AT&T Broadband, or to any person in which any of those
companies has an equity interest.

In addition, restrictions relating to competition
with us do not apply to:



| |   |                                                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | services using assets owned or controlled by the
    AT&T Global Network Services companies; or                                                        
|
| |  | services provided by AT&T Corp. or its
    subsidiaries in connection with providing managed network
    services or outsourcing professional services.

Outsourcing professional services include the
provision of professional services relating to network
architecture validation, implementation, operations and life
cycle management. These services include business process
consulting, migration planning and implementation, but not
managed network services. Outsourcing professional services also
include the ownership and acquisition of assets from and on
behalf of customers related to the provision of outsourcing
professional services.

In 2002, AT&T Corp. informed us that it would
deploy the South American portion of its global network through
its existing AT&T Global Network Services companies. This
deployment will enable AT&T Corp. to compete with us in
providing international services to primarily MNC customers.

Competitive Services.Except as described above, AT&T
Corp. and its existing subsidiaries may not offer customers a
number of services in our region unless they are obtained from
us. These services include:



| |   |                                                                                                                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | long distance;                                                                                                                                                                                                                                                      
|
| |  | 1-800/toll-free;                                                                                                                                                                                                                                                    
|
| |  | local voice delivered through fixed lines;                                                                                                                                                                                                                          
|
| |  | Internet access;                                                                                                                                                                                                                                                    
|
| |  | dedicated line services, which involve the
    leasing of network lines expressly for connecting two or more
    users. These dedicated lines establish a permanent circuit
    dedicated solely to the use of the particular customer;                             
|
| |  | switched digital services, which allow users to
    establish end-to-end digital connections over shared facilities
    on an as-needed basis, similar in concept to making a telephone
    call; and                                                               
|
| |  | virtual network services, which involve a
    connection of customer networks to an operators network to
    create an overall capability for voice and data services that
    acts functionally like a network owned or operated exclusively
    by that customer.

17



---



##### 



These services also include data services using
the following protocols for transmitting data over a
communications network:



| |   |                                                                                                                                                                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | packet X.25, an older protocol designed for
    transmitting data files in pieces or packets over
    analog communications networks that were originally designed for
    voice traffic;                                                                                     
|
| |  | frame relay, a newer protocol designed for
    transmission of data over digital in packets of varying length;
    and                                                                                                                                                          
|
| |  | ATM, or asynchronous transfer mode, an even newer
    protocol designed for transmission of data in fixed-size packets
    or cells that enable networks to accommodate many
    different transmission systems and permit transmission of a mix
    of voice, data and video.

Regional Acquisitions.AT&T Corp. and its subsidiaries
may acquire our competitors. However, except as described below,
if that competitor earned more than half of its revenues in the
previous fiscal year in our region of operations from the
services described under the above heading Competitive
Services, AT&T Corp. or its relevant subsidiary would
be required either to:



| |   |                                                                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | cause that competitor to cease offering those
    services; or                                                                                                          
|
| |  | offer to sell to us for cash at fair market value
    the portion of the competitors business that primarily
    relates to those services in our region of operations.

Service Mark License Agreement with AT&T
Corp.

AT&T Corp. has entered into a service mark
license agreement with us that became effective when the
FirstCom merger was completed.

Service Mark License Agreement with AT&T
Corp.Our service mark license
agreement with AT&T Corp. provides for AT&T Corp. to
license service marks, including AT&T and the
AT&T with a fanciful globe design mark, to us for our use.
We may also use the AT&T mark as part of our
trade and corporate names so long as at least half of the
licensed services meet service specifications provided by
AT&T Corp. We may not use any mark other than a mark
licensed by AT&T Corp. for the services described under the
heading Services above without AT&T Corp.s
consent.

During the term of the service mark license
agreement, we are obligated to pay a fee to AT&T Corp. every
six months equal to the greater of $2.5 million and a
designated percentage of our gross revenues, currently 3.25%.
The fee is creditable against certain specified brand management
and service marketing expenses we incur in our local operations.
For the years ended December 31, 2002, 2001 and 2000, we
expensed approximately $5.6 million, $6.1 million and
$1.7 million, respectively, related to this service mark
license agreement fee.

The initial term of the license ends on
August 28, 2005. The agreement will automatically renew for
an additional five years if we are not in material default under
or breach of the license agreement. AT&T Corp. may terminate
the license prior to the end of its scheduled term in the event
of non-payment by us, if AT&T Corp. no longer owns shares
having voting control of our Company or if we misuse the marks
or otherwise materially breach our obligations under the service
mark license agreement and are not able to correct the breach in
a timely fashion.

If AT&T Corp. were no longer to hold a
majority of the equity interest in the Company, we expect that
the service mark license would be terminated or phased out over
time.

AT&T Financing

During the first quarter of 2002, we signed an
agreement with AT&T Corp. for the restructuring of the
financing provided under the $100.0 million and
$200.0 million credit facilities as well as
$98.0 million provided under demand notes. The
restructuring provided additional borrowings of
$150.0 million, which included the refinancing of
$87.0 million available via demand notes as of
December 31, 2001 (of which $77.8 million was
outstanding) and additional financing of up to
$63.0 million. The restructuring and

18



---



##### 



additional financing became effective
concurrently with the senior secured vendor financing on March
27, 2002. While the senior secured vendor financing is
outstanding, we are entitled to defer payment of all accrued and
future interest through the maturity date of the loans of
October 2008, and we are also entitled to defer payment of
accrued and future dividends on the Mandatorily Redeemable 15%
Series B Cumulative Preferred Stock through that date. At
December 31, 2002 we have capitalized deferred interest of
$100.0 million as part of the debt.


As part of the restructuring, we issued to
AT&T Corp. warrants to acquire approximately
4.9 million shares of our Class A common stock. Half
of these warrants are exercisable at a price of $8.00 per share
and the other half, are exercisable at a price of $0.01 per
share. The warrants are exercisable immediately.

Services with AT&T Corp.

The services we purchase from AT&T Corp.
include operations support systems consulting services, employee
secondment and telecommunications services related to our
delivery of managed internet, calling card and long distance
services as well as customer care and network support. In
addition, AT&Ts AGNS division also provides
connectivity and remote access to us in Argentina, Chile,
Colombia, Peru and U.S. In 2002 these services totaled
approximately $9.8 million. In Peru and Argentina, AT&T
also provided us calling card services totaling approximately
$82,000 in 2002. During April 2002, Concert, the AT&T Corp.
and British Telecom plc Global Venture was unwound. Any
arrangements entered into with Concert were succeeded by
arrangements with AT&T Corp. The amounts for services
provided by Concert are included in the totals above.

We are also party to a space license agreement
with AT&T for the provision to us of space and power for our
telecommunications equipment located in our U.S. point of
presence.In 2002 AT&T charged us approximately
$92,000 for these services.

We provided connectivity and private line and
other data services (in some cases for resale) to AT&T
(primarily its AGNS division) in Argentina, Brazil, Chile,
Colombia and Peru of approximately $7.2 million in 2002. In
addition, AT&Ts AGNS division rents space from us in
Argentina, Brazil (we began renting space in Brazil in March
2002) and Peru. Total rent was approximately $272,000 for 2002.

Stockholder Loan

We have loaned approximately $9.5 million to
Mr. Patricio Northland, our Chief Executive Officer in
connection with the refinancing of a loan extended initially by
FirstCom to finance his purchase of 800,000 restricted common
shares of FirstCom Corporation prior to the FirstCom merger. The
loan is secured by the 800,000 shares of AT&T Latin America
Class A common stock received by Mr. Northland and
bears interest at an annual rate of 5.41%. The principal and all
accrued interest are due on March 1, 2010. The loan becomes
due and payable in the event that Mr. Northlands
employment is terminated for cause or if
Mr. Northland leaves us for other than good
reason as such terms are defined in his employment
agreement. The loan will be forgiven in the event that
Mr. Northlands employment is terminated for other
than cause or if Mr. Northland leaves us for
good reason as such terms are defined in his
employment agreement. After evaluating the value of our shares
securing the loan, we believe that we may not be able to recover
the amounts due under this loan. Consequently we have
established a full allowance for the amount of
$10.4 million in 2002; however, the Company has not
relinquished any contractual rights it may have with respect to
this loan.

Relationship with Chief Financial
Officer

Lawrence E. Young, Chief Financial Officer, is a
Senior Associate at AlixPartners, LLC. Mr. Young was
appointed Chief Financial Officer of AT&T Latin America
Corp. in December 2002 when we entered into an agreement with AP
Services, LLC (AP Services), an affiliate of
AlixPartners, LLC, to provide temporary employment services and
to otherwise assist us in our restructuring efforts. Under this
agreement, AP Services has provided a Chief Financial Officer, a
Chief Restructuring Officer and other professional personnel to
assist the Company in a range of financial and managerial
assignments, including assistance under our current

19



---



##### 



proceedings under Chapter 11 of the U.S.
Federal Bankruptcy Code. AP Services bills for its services
based on agreed-upon hourly rates. In addition, AP Services is
entitled under its agreement with the Company to certain success
fees as follows: 1) a $1.0 million contingent fee upon the
successful restructuring of the Company as defined in the
agreement with AP Services, 2) $0.3 million in the event
the Company raises new capital or is sold to a strategic
investor, and 3) a success fee based on a two-tier agreed-upon
percentage on the cumulative cash savings and EBITDA
improvements, as defined in the agreement with the Company.
Through December 31, 2002 we paid AP Services
$0.5 million. For the period from January 1, 2003
through April 24, 2003 we have paid AP Services
$2.5 million, including $0.5 million of the
$1.0 million contingent fee described above.


20



---



##### 



SIGNATURES

Pursuant to the requirements of the Securities
Exchange Act, as amended the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized, in Washington D.C., on April 29, 2003.



| |                         
| | ------------------------
| | AT&T Latin America Corp.



| |     |                                                                                                                                                                                                             
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | By: | /s/ PATRICIO E. NORTHLAND 
     _______________________________________ 
     Name: Patricio E. Northland* 
     Title: Director, President and CEO 
                    (Principal
    Executive Officer)  
|
| | By: | /s/ LAWRENCE E. YOUNG 
     _______________________________________ 
     Name: Lawrence E. Young 
     Title: Chief Financial Officer 
                    (Principal
    Financial and Accounting Officer)




|  |                                                                                                                                                
|- | -----------------------------------------------------------------------------------------------------------------------------------------------
|* | As President and CEO, as Director and as
    attorney-in-fact for Messrs. Ames, Anderson, Dwyer, Harrison,
    Kleinman, Petrillo, and Webster.

21



---



##### 



CERTIFICATION OF CHIEF EXECUTIVE
OFFICER

I, Patricio E. Northland, certify that:



| |     |                                                                                                                                                                                                                                                                                                                                                              
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | I have reviewed this amendment to the Annual
    Report on Form 10-K/ A for AT&T Latin America Corp.;                                                                                                                                                                                                                                                        
|
| | (2) | Based on my knowledge, this amendment to the
    annual report does not contain any untrue statement of a
    material fact or omit to state a material fact necessary to make
    the statements made, in light of the circumstances under which
    such statements were made, not misleading with respect to the
    period covered by this annual report;
|
| | (3) | Based on my knowledge, the financial statements,
    and other financial information included in the report, fairly
    present in all material respects the financial condition,
    results of operations and cash flows of the registrant as of,
    and for, the periods presented in this annual report, as amended;                                    
|
| | (4) | The registrants other certifying officer
    and I are responsible for establishing and maintaining
    disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the registrant and have:                                                                                                                            



| |     |                                                                                                                                                                                                                                                                                                             
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | designed such disclosure controls and procedures
    to ensure that material information relating to the registrant,
    including its consolidated subsidiaries, is made known to us by
    others within those entities, particularly during the period in
    which this annual report is being prepared;
|
| | (b) | evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of the report
    (Evaluation Date); and                                                                                                                  
|
| | (c) | presented in this annual report our conclusions
    about the effectiveness of the disclosure controls and
    procedures based on our evaluation as of the Evaluation Date;                                                                                                                                



| |     |                                                                                                                                                                                                                                                                   
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (5) | The registrants other certifying officers
    and I have disclosed, based on our most recent evaluation, to
    the registrants auditors and the audit committee of the
    registrants board of directors (or persons performing the
    equivalent function):



| |     |                                                                                                                                                                                                                                                                                                                   
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | all significant deficiencies in the design or
    operation of internal controls which could adversely affect the
    registrants ability to record, process, summarize and
    report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | (b) | any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    registrants internal controls; and                                                                                                                                                    



| |     |                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (6) | The registrants other certifying officers
    and I have indicated in this annual report whether or not there
    were significant changes in internal controls or in other
    factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including
    any corrective actions with regard to significant deficiencies
    and material weaknesses

April 29, 2003

/s/ PATRICIO E. NORTHLAND




Patricio E. Northland


Chief Executive Officer and President


22



---



##### 



CERTIFICATION OF CHIEF FINANCIAL
OFFICER

I, Lawrence E. Young, certify that:



| |     |                                                                                                                                                                                                                                                                                                                                                              
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | I have reviewed this amendment to the Annual
    Report on Form 10-K/ A for AT&T Latin America Corp.;                                                                                                                                                                                                                                                        
|
| | (2) | Based on my knowledge, this amendment to the
    annual report does not contain any untrue statement of a
    material fact or omit to state a material fact necessary to make
    the statements made, in light of the circumstances under which
    such statements were made, not misleading with respect to the
    period covered by this annual report;
|
| | (3) | Based on my knowledge, the financial statements,
    and other financial information included in the report, fairly
    present in all material respects the financial condition,
    results of operations and cash flows of the registrant as of,
    and for, the periods presented in this annual report, as amended;                                    
|
| | (4) | The registrants other certifying officer
    and I are responsible for establishing and maintaining
    disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the registrant and have:                                                                                                                            



| |     |                                                                                                                                                                                                                                                                                                             
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | designed such disclosure controls and procedures
    to ensure that material information relating to the registrant,
    including its consolidated subsidiaries, is made known to us by
    others within those entities, particularly during the period in
    which this annual report is being prepared;
|
| | (b) | evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of the report
    (Evaluation Date); and                                                                                                                  
|
| | (c) | presented in this annual report our conclusions
    about the effectiveness of the disclosure controls and
    procedures based on our evaluation as of the Evaluation Date;                                                                                                                                



| |     |                                                                                                                                                                                                                                                                   
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (5) | The registrants other certifying officers
    and I have disclosed, based on our most recent evaluation, to
    the registrants auditors and the audit committee of the
    registrants board of directors (or persons performing the
    equivalent function):



| |     |                                                                                                                                                                                                                                                                                                                   
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | all significant deficiencies in the design or
    operation of internal controls which could adversely affect the
    registrants ability to record, process, summarize and
    report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | (b) | any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    registrants internal controls; and                                                                                                                                                    



| |     |                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (6) | The registrants other certifying officers
    and I have indicated in this annual report whether or not there
    were significant changes in internal controls or in other
    factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including
    any corrective actions with regard to significant deficiencies
    and material weaknesses

April 29, 2003

/s/ LAWRENCE E. YOUNG




Lawrence E. Young


Chief Financial Officer


23



---



##### 



POWER OF ATTORNEY

Each person whose signature appears below hereby
authorizes, constitutes and appoints Patricio E. Northland and
Lawrence Young or any of them, as such persons
attorney-in-fact, with full power of substitution and
resubstitution, to sign and file on such persons behalf
individually and in each capacity stated below AT&T Latin
Americas Annual Report on Form 10-K, any and all
amendments to this report, as fully as such person could do in
person, hereby ratifying and confirming all that such
attorney-in-fact, or his substitutes, may lawfully do or cause
to be done by virtue hereof.

Each of the undersigned has signed this power of
attorney as of this 28th day of March 2003.



| |                                             
| | --------------------------------------------
| | /s/ PATRICIO E. NORTHLAND                   
| |                                             
| | Patricio E. Northland                       
| | Chairman, President and CEO                 
| | (Principal Executive Officer)               
|
| | /s/ LAWRENCE E. YOUNG                       
| |                                             
| | Lawrence E. Young                           
| | Chief Financial Officer                     
| | (Principal Financial and Accounting Officer)
|
| | /s/ A. GARY AMES                            
| |                                             
| | A. Gary Ames                                
| | Director                                    
|
| | /s/ RICHARD K. ANDERSON                     
| |                                             
| | Richard K. Anderson                         
| | Director                                    
|
| | /s/ EDWARD A. DWYER                         
| |                                             
| | Edward A. Dwyer                             
| | Director                                    
|
| | /s/ R. REED HARRISON III                    
| |                                             
| | R. Reed Harrison                            
| | Director                                    
|
| | /s/ DAVID C. KLEINMAN                       
| |                                             
| | David C. Kleinman                           
| | Director                                    
|
| | /s/ JOHN C. PETRILLO                        
| |                                             
| | John C. Petrillo                            
| | Director                                    
|
| | /s/ GEOFFREY S. WEBSTER                     
| |                                             
| | Geoffrey S. Webster                         
| | Director                                    

24