SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, DC 20549
    
                                       FORM 12b-25
    
                                                   Commission File Number__________
    
    
                               NOTIFICATION OF LATE FILING
    
    
    (Check One):   [_] Form 10-K    [X] Form 11-K    [_] Form 20-F    [_] Form 10-Q
                   [_] Form N-SAR
    
              For Period Ended:  December 31, 2002
    
         [_]  Transition Report on Form 10-K
    
         [_]  Transition Report on Form 20-F
    
         [_]  Transition Report on Form 11-K
    
         [_]  Transition Report on Form 10-Q
    
         [_]  Transition Report on Form N-SAR
    
              For the Transition Period Ended:______________________________________
    
         Read attached  instruction  sheet before  preparing  form.  Please print or
    type.
    
         Nothing in this form shall be  construed to imply that the  Commission  has
    verified any information contained herein.
    
         If the  notification  relates  to a portion of the  filing  checked  above,
    identify the item(s) to which the notification relates:
    
                     AT&T Retirement Savings and Profit Sharing Plan
    
    
    
    
                                         PART I
                                 REGISTRANT INFORMATION
    
    
    
    Full name of registrant:  AT&T Corp.
    
    Former name if applicable:  N/A
    
    Address of principal executive office (Street and number):  One AT&T Way
    
    City, state and zip code:  Bedminster, NJ  07921
    
    
    
                                        PART II
                                 RULE 12b-25(b) AND (c)
    
         If the subject  report could not be filed  without  unreasonable  effort or
    expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
    following should be completed. (Check box if appropriate.)
    
         |    (a)  The reasons  described in  reasonable  detail in Part III of this
         |         form  could  not be  eliminated  without  unreasonable  effort or
         |         expense;
         |
         |    (b)  The subject annual report,  semi-annual report, transition report
         |         on Form 10-K,  20-F,  11-K or Form N-SAR, or portion thereof will
    [_]  |         be filed  on or  before  the  15th  calendar  day  following  the
         |         prescribed  due  date;  or  the  subject   quarterly   report  or
         |         transition  report on Form 10-Q, or portion thereof will be filed
         |         on or before the fifth  calendar day following the prescribed due
         |         date; and
         |
         |    (c)  The  accountant's  statement  or other  exhibit  required by Rule
         |         12b-25(c) has been attached if applicable.
    
    
    
    
    
                                        PART III
                                       NARRATIVE
    
         State below in reasonable  detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR
    or the  transition  report  portion  thereof  could  not  be  filed  within  the
    prescribed time period. (Attach extra sheets if needed.)
    
    Company requires more time to complete financial information within the
    prescribed time.
    
    
                                        PART IV
                                   OTHER INFORMATION
    
    (1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
         notification:
    
         Maryann McGrath                               (908) 532-1971
         ---------------------------------------------------------------------------
                           (Name)                     (Area Code) (Telephone Number)
    
    (2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
         Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
         of 1940 during the preceding 12 months or for such shorter  period that the
         registrant was required to file such report(s) been filed? If the answer is
         no, identify report(s).
                                                                     [X] Yes  [_] No
    
    (3)  Is it anticipated that any significant change in results of operations from
         the corresponding  period for the last fiscal year will be reflected by the
         earnings  statements  to be  included  in the  subject  report  or  portion
         thereof?
                                                                     [_] Yes  [X] No
    
         If so: attach an explanation of the anticipated  change,  both  narratively
    and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
    estimate of the results cannot be made.
    
    
                                       AT&T Corp.
    --------------------------------------------------------------------------------
                      (Name of Registrant as Specified in Charter)
    
    Has  caused  this  notification  to be signed on its  behalf by the  undersigned
    thereunto duly authorized.
    
    
    Date:  June 30, 2003             By:  /s/  John W. Thomson
        -------------------            ----------------------------
    
    
              INSTRUCTION:  The form may be signed by an  executive  officer  of the
         registrant  or by any other duly  authorized  representative.  The name and
         title of the person signing the form shall be typed or printed  beneath the
         signature.  If the  statement is signed on behalf of the  registrant  by an
         authorized  representative  (other than an executive officer),  evidence of
         the representative's authority to sign on behalf of the registrant shall be
         filed with the form.
    
    
                                        ATTENTION
    
         Intentional  misstatements or omissions of fact constitute Federal Criminal
    Violations (see 18 U.S.C. 1001).
    
    
                                  GENERAL INSTRUCTIONS
    
         1.  This  form  is  required  by  Rule  12b-25  of the  General  Rules  and
    Regulations under the Securities Exchange Act of 1934.
    
         2.  One  signed  original  and  four  conformed  copies  of this  form  and
    amendments  thereto must be completed and filed with the Securities and Exchange
    Commission,  Washington,  DC 20549,  in accordance  with Rule 0-3 of the General
    Rules and Regulations under the Act. The information  contained in or filed with
    the form will be made a matter of public record in the Commission files.
    
         3. A manually signed copy of the form and amendments thereto shall be filed
    with each national  securities  exchange on which any class of securities of the
    registrant is registered.
    
         4.  Amendments to the  notifications  must also be filed on Form 12b-25 but
    need not restate information that has been correctly  furnished.  The form shall
    be clearly identified as an amended notification.
    
         5.  Electronic  Filers.  This form shall not be used by  electronic  filers
    unable to timely file a report  solely due to  electronic  difficulties.  Filers
    unable to submit a report within the time period  prescribed due to difficulties
    in  electronic  filing  should  comply  with  either  Rule  201 or  Rule  202 of
    Regulation  S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
    of Regulation S-T.