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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 40-F

                [ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                       OR

              [X] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

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<S>                                                                    <C>
        For the fiscal year ended December 31, 2002                    Commission File Number 0-29536
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                            ------------------------
                                AT&T CANADA INC.

           (Exact name of each registrant as specified in its charter)
                           ------------------------

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<S>                                                      <C>                                 <C>
                CANADA                                   4813                                43-1656187
  (Province or other jurisdiction of         (Primary Standard Industrial                 (I.R.S. Employer
    incorporation or organization)            Classification Code Number)              Identification Number)
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                           200 WELLINGTON STREET WEST,
                                   SUITE 1600
                                TORONTO, ONTARIO
                                     M5V 362
                                 (416) 345-2000
   (Address and telephone number of Registrants' principal executive offices)

                              PUGLISI & ASSOCIATES
                          850 LIBRARY AVENUE, SUITE 204
                             NEWARK, DELAWARE 19715
                                 (302) 738-6680
      (Name, address and telephone number of agent for service of process)

 Securities registered or to be registered pursuant to Section 12(b) of the Act.

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<S>                                                                 <C>
                    TITLE OF EACH CLASS                             NAME OF EACH EXCHANGE ON WHICH REGISTERED

            Class A Voting Shares, no par value                           Nasdaq National Market System
        Class B Limited Voting Shares, no par value                           Toronto Stock Exchange

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 Securities registered or to be registered pursuant to Section 12(g) of the Act.

                                      None

Securities for which there is a reporting obligation pursuant to Section
15(d) of the Act.

                                      None

For annual reports, indicate by check mark the information filed with this
Form:

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<S>                                                                  <C>
                [X] Annual information form                          [ ] Audited annual financial statements

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  Indicate the number of outstanding shares of each of the issuer's classes of
      capital or common stock as of the close of the period covered by the
                                 annual report.

                         1,116,776 Class A Voting Shares
                    18,883,197 Class B Limited Voting Shares


                            ------------------------

         Indicate by check mark whether the Registrant by filing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the "Exchange Act"). If "Yes" is marked, indicate the filing number assigned to
the Registrant in connection with such Rule.

                                 Yes       No  X
                                     ---      ---


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                                                                               2


         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act 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
                                     ---       ---

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                                   UNDERTAKING

         The Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to: the securities registered pursuant to Form 40-F; the securities in
relation to which the obligation to file an annual report on Form 40-F arises;
or transactions in said securities.



                             CONTROLS AND PROCEDURES

As of a date (the "Evaluation Date") within 90 days prior to the date of this
report, the Company conducted an evaluation (under the supervision and with the
participation of the Company's management, including the chief executive officer
and chief financial officer), pursuant to Rule 13a-15 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on this evaluation, the Company's chief executive officer
and chief financial officer concluded that as of the Evaluation Date, such
disclosure controls and procedures are effective to ensure that information
required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the rules and forms of the Securities and Exchange
Commission.

         Subsequent to the Evaluation Date, there have not been any significant
changes in the internal controls or in other factors that could significantly
affect internal controls.



                            INCORPORATED BY REFERENCE

         The Exhibits to this report are incorporated by reference.


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                                                                               4

                                    SIGNATURE

         Pursuant to the requirements of the Exchange Act, the Registrant
certifies that it meets all of the requirements for filing on Form 40-F and has
duly caused this annual report to be signed on its behalf of the undersigned,
thereto duly authorized.

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<S>                        <C>
Registrant:                AT&T Canada Inc.


By:                        /S/ SCOTT EWART
                           ---------------
Name and Title:            Senior Vice President, General Counsel,
                           Secretary and Chief Privacy Officer


Date:                      May 6, 2003


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                                                                               5

                                  EXHIBIT INDEX


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<S>                         <C>
EXHIBIT                     DESCRIPTION

99.1                        Annual Information Form for AT&T Canada Inc. dated May 6, 2003

*99.2                       Audited Consolidated Financial Statements for AT&T Canada Inc. for the fiscal years
                            ended December 31, 2002, 2001 and 2000, including reconciliation to accounting
                            principles generally accepted in the United States (see Note 23)

*99.3                       Management's Discussion and Analysis of Financial
                            Condition and Results of Operations for the fiscal
                            year ended December 31, 2002.

99.4                        Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

99.5                        Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.6                        Consent of KPMG LLP

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* -- Included in the Form 6-K filed with the Securities and Exchange Commission
on February 28, 2003.