AT&T Announces Preliminary Results of Wireless Exchange Offer.

Business Editors

NEW YORK--(BUSINESS WIRE)--May 29, 2001

AT&T today announced preliminary results of its offer to issue shares of AT&T Wireless Group tracking stock (NYSE: AWE) in exchange for shares of AT&T common stock (NYSE: T). The exchange offer expired at 5:00 p.m. (EDT) on Friday, May 25, 2001.

Approximately 372.6 million shares of AT&T common stock were tendered in exchange for approximately 438.2 million shares of AT&T Wireless Group tracking stock, at an exchange ratio of 1.176 shares of AT&T Wireless Group tracking stock for each validly tendered share of AT&T common stock, as originally announced in the offer.

AT&T expects to announce final results of the exchange offer on Monday, June 4, 2001.

Shares of AT&T Wireless Group tracking stock will be credited to accounts of tendering AT&T common stockholders by the exchange agent, EquiServe Trust Company, promptly after the final results of the exchange offer are announced.

Following this exchange offer and subject to receipt of a favorable ruling from the Internal Revenue Service and other conditions, AT&T plans to split-off its AT&T Wireless Group as an independent, publicly-traded company, redeeming the outstanding shares of AWE tracking stock for shares of an asset-based AT&T Wireless common stock. Excluding approximately $3 billion of AT&T Wireless stock it plans to retain for later disposition, AT&T expects to distribute, as a dividend, its remaining interest in AT&T Wireless to holders of AT&T common stock at the time of the split-off. AT&T said it expects AT&T Wireless to be an independent, publicly held company by the summer of 2001.

In connection with the exchange offer and AT&T's planned restructuring, AT&T has filed and will be filing materials with the SEC. Investors are urged to read these materials because they contain important information. AT&T and its officers and directors may be deemed to be participants in the solicitation of proxies with respect to these transactions. Information regarding such individuals is included in AT&T's proxy statement filed with the SEC on March 30, 2001. Investors may obtain a free copy of these materials when they become available as well as other materials filed with the SEC concerning AT&T at the SEC's website at http://www.sec.gov. These materials and other documents may also be obtained for free from AT&T at 295 North Maple Avenue, Basking Ridge, NJ 07920; Attn: Investor Relations.

The foregoing are "forward-looking statements" which are based on management's beliefs as well as on a number of assumptions concerning future events made by and information currently available to management. Readers are cautioned not to put undue reliance on such forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside AT&T's control, that could cause actual results to differ materially from such statements. For a more detailed description of the factors that could cause such a difference, please see AT&T's filings with the Securities and Exchange Commission. AT&T disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This information is presented solely to provide additional information to further understand the results of AT&T.