UNITED STATES OF AMERICA,                                     Plaintiff,                   v. AT&T CORPORATION and TELE-COMMUNICATIONS, INC.,                                               Defendants.

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No. 1:98CV03170 Judge Emmet G. Sullivan

Plaintiff United States of America and Defendant AT&T Corporation ("AT&T," the successor in interest to Tele-Communications, Inc.) and Liberty Media Corporation ("Liberty,") move this Court to enter an Order terminating the Final Judgment in the above-captioned matter, and in support of this motion, state as follows:

1.   On February 22, 2002, the United States, AT&T and Liberty moved to establish procedures to modify the Final Judgment entered by this Court on August 23, 1999, and on March 5, 2002, this Court entered such order;

2.  The United States provisionally agreed to the modification subject to the following conditions:

1. that AT&T and Liberty publish at their own expense a notice of the proposed modification of the Final Judgment (in the form attached as the Notice of the Proposed Termination of the Final Judgment entered against AT&T Corporation and Tele-Communications, Inc. on August 23, 1999, Exhibit A) in two consecutive issues of (a) The Wall Street Journal and (b) Wireless Week and file proof of such publication with the Court;

2. that the United States publish a notice in the Federal Register of the proposed termination of the Final Judgment, noting the opportunity to file comments and the reasons for terminating the Final Judgment,

3. that copies of all comments received by the United States within sixty (60) days after the last publication of the notices described in paragraph 2(a) and the United States' responses be filed with this Court by the United States within a reasonable period of time after the conclusion of the sixty (60) day comment period, and:

4. that this Court not rule upon the joint motion of the United States, AT&T and Liberty until at least the seventieth (70^th) day after the last publication of the notices described in paragraph 2(a).

3.  The United States did publish a notice in the Federal Register on February 28, 2002, did not receive any comments within the 60-day comment period, and therefore did not file any responses to comments.

4.   AT&T and Liberty did publish notices in The Wall Street Journal on February 26, 2002 and February 27, 2002 and in Wireless Week on March 4, 2002 and March 11, 2002.

5.  As of the date of this motion, all of the foregoing conditions have been fulfilled and termination of the Final Judgment under the procedures established by this Court is in the public interest and is timely as of May 22, 2002.

A proposed Order Terminating the Final Judgment is attached.

Respectfully submitted,

FOR PLAINTIFF THE
UNITED STATES OF AMERICA

_______________/s/________________
Nancy M. Goodman
D.C. Bar # 251694
Chief
Telecommunications and Media Enforcement Section

_______________/s/________________
Peter A. Gray
PA Bar # 57628
Attorney
Telecommunications and Media Enforcement Section

U.S. Department of Justice
Antitrust Division
1401 H. Street, N.W., Suite 8000
Washington, D.C. 20530
Telephone: (202) 514-5636

Dated: 5/22/02

FOR DEFENDANT AT&T CORPORATION

_______________/s/________________
Ilene Knable Gotts
NY Bar #
Wachtell, Lipton, Rosen, & Katz
51 West 52^nd Street
New York, New York 10019
Telephone: (212) 403-1247

Dated: 5/22/02

FOR LIBERTY MEDIA CORPORATION

_______________/s/________________
Kathryn M. Fenton
D.C. Bar # 250-944
Jones, Day, Reavis & Pogue
51 Louisiana Avenue, N.W.
Washington, D.C. 20001
Telephone: (202) 879-3746

Dated: 5/22/02