1 Plaintiffs' allegations pertaining to plaintiff and hiscounsel are made on knowledge. All other allegations are madeupon information (including that derived from analysis ofdocuments filed with the Securities and Exchange Commission,press releases, statements of securities analysts, news reports,and the investigation conducted by and through plaintiff'scounsel) and belief.

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UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

-------------------------------------x

SEMEN LEYKIN, :

on behalf of himself :

and all others similarly situated, :

: CASE NO. CV - -

Plaintiff, :

: CLASS ACTION COMPLAINT

v. :

:

: JURY TRIAL DEMANDED

AT&T CORPORATION, PATTI S. HART, :C. MICHAEL ARMSTRONG, MARK :McEACHEN, FRANK IANNA, :

CHARLES H. NOSKI, DANIEL H. SOMERS, :MUFIT CINALI, and JOHN C. PETRILLO :

: :

:

Defendants. :

:

-------------------------------------x

Plaintiff complains1 of defendants as follows:

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I. SUMMARY OF ALLEGATIONS

1. This is a securities class action on behalf of all

persons who purchased, converted, exchanged or otherwise acquired

the common stock of At Home Corp. (d/b/a Excite@Home, formerly

NasdaqNM “ATHM”, hereinafter referred to as “At Home” or “the

Company”) between April 17, 2001 and August 28, 2001. During the

class period, defendants made misrepresentations and/or omissions

of material fact, including:

C failing to disclose that At Home was burning

through its cash at a drastically higher rate than

indicated in its filings with the SEC and in other

public statements;

C failing to disclose that At Home had obtained $100

million worth of convertible note financing in

June 2000 from New York hedge fund Promethean

Investment Group, LLC by fraud, based on

misrepresenting the rate at which At Home was

burning through cash; and,

C affirmatively misrepresenting the amount of cash

that At Home would need to finance its ongoing

operations for the calendar year 2001.

2. While failing to disclose the foregoing material

facts, defendants caused At Home to fraudulently obtain so-called

2 The proposed class consists of all persons that purchased,exchanged, or otherwise acquired the stock of At Home Corp.between April 17, 2001 and August 28, 2001, inclusive.

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“death spiral” convertible note financing from Promethean

Investment Group, LLC (“Promethean”), which, when the fraud was

discovered and At Home Corp.’s stock hovered on the edge of being

delisted from the Nasdaq, was eventually called by Promethean.

3. Once Promethean found out about the fraud and

demanded $50 million in cash back from its investment in the

convertible notes and At Home indicated that it would not (and

could not) repay the loan, At Home’s cable company partners in

providing broadband Internet access over cable wires, Comcast and

Cox, immediately canceled their joint ventures with At Home, thus

depriving At Home of its only significant source of revenue. On

September 29, 2001, At Home announced that it would seek

bankruptcy protection. On October 23, 2001, At Home Corp.’s

share price hit a 52-week low of four cents per share.

4. In direct consequence of defendants' false and

misleading omissions to state material facts and fraudulent

course of conduct in violation of the Exchange Act and the common

law, plaintiff (and other members of the proposed class2)

purchased shares of At Home Corp. at artificially inflated prices

and suffered damages.

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II. JURISDICTION AND VENUE

5. The claims asserted herein arise under and pursuant

to multiple alleged violations of Sections 10(b) and 20(a) of the

Exchange Act 15 U.S.C. §§ 78j(b) and 78t(a) and Rule 10b-5

promulgated thereunder by the Securities and Exchange Commission

17 C.F.R. §240.10b-5, and the common law.

6. This Court has jurisdiction over the subject matter

of this action pursuant to 28 U.S.C. §§ 1331, 1337 and 1367 and

Section 27 of the Exchange Act 15 U.S.C. § 78aa.

7. Venue is proper in this District pursuant to

Section 22 of the Securities Act, Section 27 of the Exchange Act

and 28 U.S.C. § 1391(b). Defendant AT&T maintains its principal

place of business in this District; plaintiff's purchase occurred

here; and the acts complained of (including the trading of the

stock based upon misleading information, and the preparation,

issuance and dissemination of the materially false and misleading

information to the investing public), occurred in substantial

part in this District.

8. In connection with the acts alleged in this

Complaint, defendants, directly or indirectly, used the mails and

the means and instrumentalities of interstate commerce, including

telephonic communications.

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III. PARTIES

9. Plaintiff Semen Leykin (“plaintiff”) purchased At

Home Corp. stock during the class period at artificially inflated

prices as set forth in the Certification annexed as Exhibit “A”

hereto and was damaged thereby. Plaintiff and class members

relied or are deemed to have relied on market prices and on the

AT&T defendants to prepare truthful and accurate SEC filings and

other public statements.

10. Defendant AT&T Corp. (“AT&T”) is incorporated

under the laws of the State of New York and maintains its

executive offices at 32 Avenue of the Americas, New York, New

York. At all relevant times AT&T controlled, and acted as a

control person of, At Home Corp., d/b/a At Home by virtue of its

ownership of all of AT&T’s Class B stock, which constituted a 23%

economic interest in At Home and a 74% voting interest. At all

relevant times AT&T appointed six directors of At Home, which

constituted a majority of At Home’s eleven-person board.

11. Several individual defendants (together with

defendant AT&T Corp. the "AT&T Defendants") served, at times

relevant to the claims set forth herein, as a director and/or as

an executive officer of AT&T as set forth below:

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Name Position

C. Michael Armstrong Chairman of the Board of

Directors and Chief Executive Officer, AT&T Corp.

Frank Ianna Chief Quality Officer

Charles E. Noski Senior Executive Vice President

and Chief Financial Officer

Daniel H. Somers President and CEO, AT&T Broadband

John C. Petrillo Executive Vice President of Corporate Strategy and Business Development

In addition, defendant At Home Corp. Director Mufit

Cinali was nominated and elected by AT&T Corp.

12. Defendants Patti S. Hart and Mark McEachen served

at all relevant times as At Home’s Chief Executive Officer and

Chief Financial Officer, respectively. The AT&T Defendants and

defendants Hart and McEachen are known collectively as the

“Individual Defendants”.

IV. CLASS ACTION ALLEGATIONS

13. Plaintiff brings this action as a class action

pursuant to Rules 23(a) and (b)(3) of the Federal Rules of Civil

Procedure, on behalf of himself and a class (“the Class") of all

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persons who purchased, converted, exchanged or otherwise acquired

shares of At Home Corp. stock between April 17, 2001 and August

28, 2001, inclusive.

14. Excluded from the Class are defendants herein;

members of the immediate families of the individual defendants;

the directors, officers, affiliates, subsidiaries and parents of

defendant AT&T, as well as all of its subsidiaries and operating

affiliates (including, without limitation, At Home Corp.); any

person in which any excluded person has a controlling interest;

and the legal representatives, agents, heirs,

successors-in-interest or assigns of any excluded person.

15. The members of the Class are geographically

dispersed and so numerous that joinder of all members is

impracticable. At Home had approximately 400,000 Series A and B

common shares issued and outstanding at times relevant hereto.

The precise number of Class members is unknown to plaintiff at

this time but Class members are believed to number at least in

the thousands.

16. Common questions of law and fact exist as to all

members of the Class and predominate over any questions affecting

solely individual members of the Class. Among the questions of

law and fact common to the Class are:

-8-

C Whether defendants public statements including,

inter alia, At Home Corp.’s SEC filings, contained

untrue or misleading statements of material fact

C Whether the federal securities laws were violated

by defendants' acts as alleged herein; and,

C The extent of injuries sustained by members of the

Class and the appropriate measure of damages.

17. Plaintiff's claims are typical of the claims of

the other members of the Class. The damages suffered by

plaintiff and all other Class members arise from and were caused

by the same violations and course of conduct. Plaintiff does not

have interests antagonistic to, or in conflict with, the Class.

18. Plaintiff will fairly and adequately represent and

protect the interests of the members of the Class. Plaintiff has

retained competent counsel experienced in class action litigation

under the federal securities laws to further ensure such

protection and intends to prosecute this action vigorously.

19. A class action is superior to other available

methods (if any) for the fair and efficient adjudication of this

controversy. Since the damages suffered by individual Class

members may be relatively small, the expense and burden of

individual litigation make it virtually impossible for individual

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Class members to seek redress for the wrongful conduct alleged.

Plaintiff knows of no difficulty which will be encountered in the

management of this litigation that would preclude its maintenance

as a class action.

20. The names and addresses of the record purchasers

of At Home common stock during the Class Period are available

from the records of records of defendants, brokers, the

underwriters of At Home Corp. stock, and others. Notice can be

provided to Class members via a combination of published notice

and first-class mail using techniques and forms of notice similar

to those customarily used in class actions arising under the

federal securities laws.

21. Common questions of law and fact predominate and

include whether the defendants violated the Exchange Act, whether

defendants omitted and/or misrepresented material facts, and the

extent and appropriate measure of damages.

3At Home Corp. is and was at all relevant times a Delawarecorporation having its principal place of business at 450Broadway Street, Redwood City, California.

-10-

V. UNDERLYING ALLEGATIONS

A. January 1999 Through April 2001: The Failure ofThe Excite@Home Business Model That Was Based OnGenerating Advertising Revenue Through AttractingVisitors To The Excite Web Site

22. Excite@Home, the moniker under which the At Home

Corp.3 conducted business at all relevant times, was formed on

May 28, 1999, at the height of the Internet boom, when At Home,

then as now primarily a provider of high-speed Internet access to

consumers via cable wires, acquired Excite, Inc., which then

operated web portal and content provider Excite.com, for cash and

stock worth $7.2 billion. The idea of the merger was that the

two operations would feed one another synergistically, because At

Home would provide viewers for Excite's content and Excite would

provide content for At Home's cable Internet customers. Making

certain not to undersell the combination, Tom Jermuluk, then the

Chairman and CEO of the new Excite@Home, stated in a press

release announcing the completion of the merger:

The closing of this merger represents the dawn of a newInternet era that will revolutionize the way consumers view and interact with communication, information, andentertainment services.

-11-

23. Revenue would be produced by selling advertising

that could be targeted to individual consumers based on their

interests and spending habits, which in turn could be pinpointed

by monitoring what information each user accessed on the Excite

web portal.

24. The combination continued, after the business

model of the day, to seek ways of acquiring more and more

additional users to visit its Excite web site, which, Excite@Home

reasoned, would lead eventually to commensurately increasing

targeted advertising revenue. In the hopes of acquiring new

visitors to its web site, Excite@Home made numerous acquisitions

of content providers, including most notably acquiring the

electronic greeting card web site Blue Mountain Arts for over

$780 million. Blue Mountain continually lost money, but, because

it continually ranked among the most visited web sites it was

thought to be an important acquisition for the purpose of

steering more visitors toward the Excite web site. This was not

an unusual approach during the period-- quite the contrary. For

example, within a three-month period in early 1999 Yahoo! bought

online community GeoCities for $3 billion, and then raised the

stakes again by acquiring streaming media provider Broadcom for a

whopping $5 billion.

25. By late-2000, the At Home Corp. had realized that

its online media properties such as the Excite portal and Blue

-12-

Mountain Arts still were not producing significant revenue and

that some of the goodwill and other intangible assets associated

with them would have to be written down. During 4Q 2000 (which

ended on December 31, 2000), At Home "recorded impairment write-

downs related to intangible assets of $4.6 billion." 10K/A-2

filed with the SEC on or about August 20, 2001, p. 13. This and

other factors led to a drop of At Home's claimed total assets

from $9.1 billion at the end of FY 1999 to $2.1 billion at the

end of FY 2000.

26. Thus, by the end of 2000 it was apparent that At

Home’s advertising-based online media business model had failed

and that At Home’s revenue growth in the future would likely come

from its sale of subscriptions for high-speed Internet service to

consumers through cable companies.

B. As of April 2001 At Home Corp. Appeared To BeViable As An Ongoing Broadband Internet AccessProvider, But Its Cash “Burn Rate” Emerged As ACrucial Material Fact For Investors Attempting ToEvaluate It As A Going Concern.

27. Despite the fact that Internet advertising as a

revenue source was turning out to be a non-starter, At Home

continued to present itself as a viable ongoing business based on

the relatively steady revenues produced by subscriptions to its

broadband Internet service.

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28. In a press release dated April 17, 2001 in which

At Home pre-announced its 1Q 2001 results showing increased

revenue over the year-earlier period, At Home's then-CEO, George

Bell, emphasized the potential of Internet service subscriptions:

Our core broadband business is strong... subscribergrowth continues at a rapid rate, our network isperforming a record levels of scale and reliability, andwe see important new opportunities... However, aweakening advertising environment has adversely affectedour narrowband media business. We must focus ourfinancial and human resources on our core business, andmake certain that we have the cash resources and the coststructure we need in order to realize the tremendousbroadband opportunities before us.

29. As of April 2001, At Home delivered its

subscription broadband Internet access service to about 3.2

million subscribers, including 2.9 million North American

subscribers, through several major cable companies, including

AT&T, the nation's largest cable company, which delivered service

to 950,000 customers and owned a 23% economic interest in At

Home. Two of At Home’s other large customers were Cox

Communications, Inc., which owned 7.1% of At Home, and Comcast

Corp., which owned 6% of At Home.

30. While the sale of Internet access through cable

wires was proving to be a solid revenue producer, accounting for

at least 53% of At Home’s revenues during the first quarter of

2001 and for an even greater proportion of its actual cash

revenues, At Home continued (as it had since beginning

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operations in 1995) to lose money during the first quarter of

2001, losing $832.6 million, or $2.05 per share, including yet

another writedown of goodwill and other intangible assets of

$600.01 million, on revenues of $142 million. Based on the

foregoing, At Home revealed to investors in the above-mentioned

April 17, 2001 press release for the first time that it would

probably not have enough cash to make it through the calendar

year 2001 unless it raised additional funds:

If the company does not raise at least $75 million to $80million by the end of the second quarter, there would bea material adverse impact on the company’s operations andliquidity. At Home Press Release date April 17, 2001.

The company elaborated in its quarterly report for the

first quarter:

Our cash position has deteriorated more rapidly than wepreviously anticipated since the end of the first quarterof 2001 due in large part to accelerating weakness in thedemand for online advertising and marketing services...10Q dated May 15, 2001, p. 25.

31. At Home only had $104.5 million in cash, cash

equivalents and short-term investments as of the end of 1Q 2001,

down from $200.8 million at the end of fiscal 2001. 10Q dated May

15, 2001, p. 3. Thus, At Home appeared to have about another

quarter’s worth of cash at its current “burn rate”.

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32. Based on the foregoing, as of May 15, 2001, the

“burn rate” or the rate at which At Home was consuming its cash

was a crucial material fact to investors in attempting to gauge

the likelihood that At Home could continue operations.

C. April--June 2001: Defendants Misrepresent to thePublic and Potential Investors At Home Corp.’sCash Burn Rate And Fraudulently Obtain AdditionalSo-Called “Death Spiral” Convertible DebtFinancing From Hedge Fund Promethean Investments

33. In attempting to address its cash crunch, At Home

turned first to AT&T, which owned a 37 percent economic interest

and a 74 percent voting interest in At Home by virtue of its

ownership of 100% of At Home’s Series B common stock and which

had elected six of At Home’s eleven directors. On April 19, 2001

At Home filed a Form 8-K with the SEC indicating that At Home and

AT&T had concluded in principle a “non-binding Letter of

Agreement” under which AT&T would provide At Home with $75-80

million in cash “in connection with restructuring of the backbone

fiber agreement between the companies and with a joint initiative

to maintain and improve current network performance levels.” The

agreement was structured in the form of a lease but essentially

provided that At Home would repay the $75-80 million cash

infusion over a 20-year period at the rate of $627,330 per month.

4The toxic notes could also be converted at any time byPromethean Capital (the Promethean entity that actually boughtthe notes) and Angelo, Gordon & Co., Inc., the firm that boughtthe other $50 million worth of notes, at the price of $4.3806 pershare. At Home could call or “redeem” the notes on the second,third, and fourth anniversaries of their issue. Otherwise, thenotes would mature five years after issue.

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34. To obtain even more funding, At Home turned to

Promethean Investment Group, LLC, a hedge fund that has been

termed Wall Street’s lender of last resort. Promethean and At

Home arranged for a private placement of $100 million worth of

“zero-percent five-year convertible secured notes” (“the toxic

notes”). Such notes are a species of what has come to be known

as “death spiral financing” or “toxic convertibles” because they

have in the past driven such cash-short enterprises as eToys Inc.

into bankruptcy. The reason such financing is so potentially

toxic to the desperate borrower is that the notes are convertible

to the borrower’s stock at approximately the market price upon

the occurrence of certain events. In the case of the At Home

toxic notes, Promethean could convert the notes into either cash

or At Home stock, at At Home’s option, on any of the first,

second, third or fourth anniversary of their issue or if At Home

was delisted by the Nasdaq.4

35. The provision allowing Promethean to convert the

notes into unlimited amounts of At Home stock should At Home be

delisted was regarded by commentators as the most potentially

-17-

pernicious because the further the price of At Home stock fell,

the more shares that Promethean would obtain upon conversion and

the greater the dilutive effect of a conversion, assuming that At

Home opted to repay the loan in stock. This provided the

opportunity for Promethean and others to short the stock, drive

it below the threshold for listing on the Nasdaq, and then

exercise the conversion option, which would in turn dilute

shareholders and drive the share price down yet further (hence

the term “death spiral”). As New York fund manager Barry Nelson

stated:

The implications of a death spiral convertible are verysimilar to what happens in a bankruptcy situation,because the debt holders can end up with a theoreticallyunlimited amount of equity. (“Convertible Issuers AddReset Provisions”, Reuters, September 2, 2001)

36. The market immediately reacted negatively upon the

announcement of the Promethean toxic note financing, sending At

Home in a slide to $3.55 per share from $3.92. However,

commentators suggested that an imminent “death spiral” was not as

likely as it might be because of AT&T’s historic backing of At

Home. Indeed, at least one observer speculated that:

If the agreement with AT&T [to restructure the “backbone”contract and infuse $75-85 million] goes through, Excitemay very well pay back the bondholders from the proceeds.“Near Death Convertibles: Excite’s Latest Issue In SomeWays Resembles the Infamous eToys Death Spiral”,Investment Dealers Digest, June 18, 2001.

-18-

37. The AT&T deal did indeed go through and was

announced on June 19, 2001 in a press release. In a June 19

conference call with investors, CEO Patti Hart stated that the

total of $185 million of new financing obtained by At Home in

June “exceeded our previously announced [cash needs] for the

calendar year.” Ms. Hart also gushed to Bloomberg News, “Today

is a great day for us at Excite@Home. Today is a day when we

have put the need for funding behind us." CFO Mark McEachen

stated in the conference call that he expected At Home’s cash

usage rate to decrease in the second half of 2000. Questioned

about At Home’s need for cash in 2001 and why At Home had not

borrowed more money from AT&T rather than concluding the

Promethean deal, McEachen added: “We have to look at how we can

get the financing need behind us... As we said, we needed $75-85

million by the end of the year... and we raised $185 million.”

38. Also in the conference call on June 19, when

questioned about the cash burn rate in connection with providing

cash to pay Promethean in June 2002 if the notes were converted,

incredibly, defendant Hart denied that she believed that At Home

would need to sell any assets to raise cash to repay the $100

million to Promethean.

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D. July-August 2001: Defendants Continue to MaintainThat At Home Can Continue As a Going ConcernDespite Revelations That It Needs More Cash toSurvive Until After The Shocking Firing of ItsAuditors and Looming Delisting From The Nasdaq

39. Notwithstanding defendants Hart and McEachen’s

triumphant statements in the June 19 conference call after

obtaining the Promethean and AT&T financing, At Home shocked the

market a little over one month later by revealing, in a

Registration Statement for the convertible toxic notes dated July

23, 2001, that in fact At Home needed yet more cash to continue

operations for the remainder of calendar year 2001. The market

reacted adversely, sending At Home’s share price to $1.60 on July

24.

40. At Home once again put a positive spin on matters.

As defendant Hart stated in a July 23, 2001 press release:

We are working quickly to reshape our company in order tolead the next phase of the growth in broadband... We areunique in our ability to deliver highly reliablebroadband network services and applications, and we arefocused on leveraging these capabilities to deliver awider array of services to a broader set of customers.

At Home Press Release dated July 23, 2001.

41. Despite the beginnings of questions about At Home’s

continued viability, analysts continued to doubt that AT&T and At

Home’s other major cable company shareholders, Cox and Comcast

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would allow At Home to go under. As Banc of America Securities

Analyst Douglas Shapiro stated after the announcement:

Though funding problems send up an immediate red flag inthis market, we believe it is highly unlikely that eitherAT&T or Excite@Home’s other cable partners would let thecompany fail. The reason is that Excite@Home is simply toostrategically important: the cable operators can’t run therisk that Excite@Home’s problems will result in widespreadservice shortfalls or outages for their cable modemsubscribers.

42. Announcing its 2Q 2001 earnings in a press release on

July 23, defendant Hart gave no indication that At Home was

desperately shore of cash, instead stating:

Despite facing a number of tough challenges, we executedsolidly this quarter, posting results in line with ourtargets and delivering ever-higher levels of networkreliability and customer satisfaction. Demand for broadbandservices remains high, our access revenues continue to growrapidly and we continue to work towards the break-even markon operating EBITDA. At Home Press Release Dated July 23,2001.

43. In the general optimism despite At Home’s astounding

July 23 reversal regarding its need for cash to continue its

operations until the end of 2001, many investors overlooked the

fact that, with its lowered net tangible assets and shareholder

equity, At Home needed to maintain a $3 minimum bid price, not

merely keep its price above $1, to remain listed on the Nasdaq.

44. On August 21, 2001, At Home dropped a bomb on

investors, revealing in an amendment to its annual report that

its independent auditors, Ernst & Young, LLP, had raised

5“Excite@Home Warns It May Shut Down” The Wall StreetJournal, August 21, 2001.

-21-

“substantial doubt” about At Home’s ability to continue as a

going concern during what now began to appear to be a serious

cash crunch.

45. At Home now changed its tune, stating:

These conditions raise substantial doubt about our abilityto continue as a going concern...[w]e cannot guarantee thatwe will be able to obtain additional funding on acceptableterms, if at all.” 2000 10K/A2 filed with the SEC on orabout August 20, 2001, p. 43.

46. This announcement sent At Home stock, already

hovering below the usual Nasdaq $1.00-per-share threshold for

listing, plunging forty cents or 46% to 47 cents per share.

However, an unnamed At Home source let it be known that it was

unlikely that AT&T would ever let Excite@Home fold completely

since its network was so important to the future of AT&T

Broadband.5

47. On August 22, At Home announced that it had fired

Ernst & Young as its auditors as of August 15, 2001.

-22-

E. Defendants’ Fraud On Promethean And Out Of Control Burn RateAre Revealed And At Home Defaults On Its Debts and Loses ItsTwo Biggest Contracts As A Result

48. The disasters of August were not yet over for At

Home. On August 27, 2001 Excite issued a press release which

read, in part:

Excite@Home (Nasdaq: ATHM) announced today that it hasreceived a written notice from two of the holders of itsConvertible Notes demanding payment of $50 million of thosenotes on or before Friday, August 31, 2001. The Notes wereissued on June 8, 2001 in a private placement to twoinvestment funds managed by Promethean Investment Group LLC. Promethean has asserted that Excite@Home breached certain

representations made when the Notes were issued. Excite@Homedisputes both the assertion of breach of representations andthe contention that the Notes may now be declared due andpayable. However, if the company were required to makepayments of the Notes at this time, it would have amaterially adverse impact on the company's liquidity and itsability to fund its operations.

49. Thus, it appeared that already cash-poor At Home had

less than one week to come up with $50 million.

50. While Promethean refused to comment on the manner in

which AT&T had misrepresented itself, saying only that it had

“carefully considered the underlying facts which form the basis

for the breach of the agreement and [was] highly confident about

the position it ha[d] taken,” Promethean sources intimated to

reporters that At Home had lied about its cash burn rate and

misrepresented its financial position at the time of the

-23-

negotiations preceding Promethean’s agreement to invest in At

Home. Many in the press now openly speculated whether having to

pay back $50 million in cash would send cash-poor At Home into

bankruptcy.

51. On August 30, At Home announced that it would refuse

to repay Promethean’s loan, due the next day. Then, on August

31, At Home’s last best hope for survival evaporated when its

cable partners Cox and Comcast announced that they were

terminating their relationship with At Home because of doubts

regarding its continuing ability to operate. Said Comcast

President Steve Burke:

In light of recent published reports regarding ExcitAtHome’sfinancial condition, we felt that exercising the exitprovision in our contract now was in the best interests ofour customers and shareholders... we will have 950,000customers by year-end, and we need to ensure that theycontinue to be well served.

At Home’s stock price plunged nineteen percent, to 42 cents.

52. On September 10, 2001, At Home announced that

defendant McEachen had resigned as CFO effective September 9.

53. On September 28, 2001 At Home sought bankruptcy

protection in the U.S. Bankruptcy Court for the Northern District

of California.

-24-

54. On October 22, At Home was delisted from the Nasdaq,

and on October 23, 2001 At Home hit a new low in its first day

trading on the OTC Bulletin Board, changing hands at four cents

per share.

G. STATUTORY SAFE HARBOR AND FRAUD ON THE MARKET

55. The statutory safe harbor provided for forward-

looking statements does not apply here as the statements

challenged in the Registration Statement and Prospectus were not

forward looking. Plaintiff will rely at least in part upon the

presumption of reliance established by the fraud-on-the-market

doctrine.

AS AND FOR A FIRST CAUSE OF ACTION AGAINST ALL DEFENDANTS FORVIOLATIONS OF SECTION 10 (b) OF THE EXCHANGE ACT AND RULE 10b-5PROMULGATED THEREUNDER

56. Plaintiff repeats and realleges each and every

allegation contained above as though fully set forth herein.

57. Defendants and At Home Corp. had a duty promptly to

disseminate truthful information that would be material to

investors in compliance with the integrated disclosure provisions

of the SEC as embodied in SEC regulations S-X (17 C.F.R. §§

210.01 et seq.) and Regulation S-K (17 C.F.R. §§ 229.10 et seq.)

-25-

and other SEC regulations. This included but was not limited to

accurate and truthful information with respect to At Home’s burn

rate and ability to continue in business without additional

funding.

58. However, the defendants and At Home, directly and

indirectly, by the use, means or instrumentalities of interstate

commerce and/or of the mails, engaged and participated in a

continuous course of conduct to conceal adverse material

information about the

business, operations, and future prospects of At Home as

specified herein.

59. When defendants and At Home made positive statements

about At Home’s ongoing operations and prospects to plaintiff

during the Class Period, the defendants knew of the omitted

material facts alleged above but purposely concealed same as part

of the fraudulent scheme, artifice and course of conduct alleged

herein.

60. The delay of the disclosure of adverse facts was

intended to manipulate market perceptions and constituted a

course of conduct which was intended to and did: (i) deceive the

investing public, including plaintiff; (ii) artificially inflate

and maintain the price of At Home stock; and, (iii) cause

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plaintiff and the Class to purchase At Home stock at an

artificially inflated price.

61. In furtherance of this unlawful scheme, plan and

course of conduct, defendants and At Home Corp. took the actions

set forth herein. In doing so, defendants (a) employed devices,

schemes and artifices to defraud; (b) made untrue statements of

material fact and/or omitted to state material facts necessary to

make the statements not misleading; and (c) engaged in acts,

practices, and a course of business which operated as a fraud and

deceit upon plaintiff.

62. Defendants’ ongoing artifice and scheme to

artificially inflate the price of At Home stock was unknown to

plaintiff at the time of his purchases and was not disclosed or

reported in any filing by At Home under the federal securities

laws.

63. Defendants’ intent to engage in the scheme and

artifice alleged herein can be inferred from the illegality and

irregularity of such a scheme and artifice, based on the fact

that such scheme was highly unreasonable and an extreme departure

from the standards of ordinary care, such that the dangers

inherent therein were either known to defendants or so obvious

that they must have been aware of them. In addition, defendants

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engaged in such scheme and artifice motivated by substantial

personal financial motives as set forth in ¶ 64, infra.

64. Defendants had substantial economic motives to

conceal the facts and deceive plaintiff and the market, including

the desire to keep At Home’s stock price at as high a level as

possible in order to artificially inflate the value of their own

At Home stock and/or exercise their own At Home stock options

which would not have been “in the money” were it not for the

price artificiality caused by defendants’ course of conduct.

65. Alternatively, defendants and At Home Corp.

recklessly misled plaintiff. If defendants did not have actual

knowledge of the misrepresentations and omissions alleged, then

they were reckless in failing to obtain such knowledge by

deliberately refraining

from taking those steps necessary to discover whether statements

made to plaintiff were true.

66. As a result of the dissemination of the materially

false and misleading information and failure to disclose all the

material facts, the market price of At Home stock was

artificially inflated. In reliance on defendants' conduct and

the market, plaintiff acquired At Home stock at artificially high

prices and was damaged thereby.

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67. Plaintiff reasonably relied or is legally deemed to

have reasonably relied on defendants' misstatements and omissions

of the previously alleged material facts. Plaintiff’s

acquisition of At Home stock at an inflated price was the

foreseeable result of the aforementioned material omissions

because said omissions led to the inflation of At Home stock’s

market price and, by connection, the price at which plaintiff

bought the stock.

68. By virtue of the foregoing, defendants and At Home

Corp. have violated § 10(b) of the Exchange Act, and Rule 10b-5

promulgated thereunder. As a direct and proximate result of said

violation, plaintiff suffered damages in connection with the

purchase and/or sale of At Home stock.

AS AND FOR A SECOND CAUSE OF ACTION PURSUANT TO SECTION20(a) OF THE EXCHANGE ACT AGAINST ALL DEFENDANTS

69. Plaintiff repeats and realleges each and every

allegation contained above as though fully set forth herein,

including the allegations of scienter set forth at ¶¶ 63-65,

supra.

70. Defendants acted as controlling persons of At Home

Corp. within the meaning of Section 20(a) of the Exchange Act as

alleged herein. By virtue of defendant AT&T Corp.’s majority

voting interest in At Home Corp. and the individual defendants’

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high-level positions, and their ownership and contractual rights,

participation in and/or awareness of At Home’s operations, the

defendants had the power to influence and control and did

influence and control, directly or indirectly, the decision-

making of At Home, including the wrongful acts alleged herein.

71. In particular, by virtue of their positions each of

the individual defendants had direct and supervisory involvement

in the operations of At Home Corp. and, therefore, is presumed to

have had the power to control or influence the particular

transactions giving rise to the securities violation herein, and

exercise the same. Such transactions included, without

limitation, At Home’s dissemination of misleading public

statements and failure to disclose adverse material facts

regarding its financial condition.

72. As set forth above, defendants, including, inter

alia, AT&T, as well as nonparty At Home Corp., each violated §

10(b) and Rule 10b-5 by their acts and omissions as alleged in

this Complaint. By virtue of their positions as controlling

persons of At Home Corp., the defendants are liable pursuant to

§ 20(a) of the Exchange Act. As a direct and proximate result of

defendants’ wrongful conduct, plaintiff suffered damages in

connection with his purchases of At Home stock.

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AS AND FOR A THIRD CAUSE OF ACTION AGAINST ALL DEFENDANTS FOR COMMON LAW FRAUD

73. Plaintiff repeats and realleges each of his previous

allegations as though fully set forth hereat.

74. Defendants owed plaintiff a duty of full disclosure,

honesty, candor, and a duty to exercise reasonable care in making

public statements regarding At Home's business, financial results

and operations.

75. In furtherance of the scheme and artifice alleged

herein, and with intent to deceive investors, defendants made

and/or participated in the making of the misrepresentations and

omissions of fact to plaintiff regarding At Home’s business as

described above.

76. The aforementioned materially misleading

misrepresentations and omissions of material facts were made by

defendants intentionally, with knowledge that they were false, or

in reckless disregard of their falsity, to artificially inflate

the market price of At Home's common stock and to induce

plaintiff to purchase said stock. Defendants knew that plaintiff

and the Class were relying on their misrepresentations and

omissions as well as the artificially inflated market price of At

Home's common stock.

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77. As a direct and proximate result of such unlawful

conduct, plaintiff has suffered money damages.

JURY DEMAND

Plaintiff hereby demands a trial by jury.

PRAYER FOR RELIEF

WHEREFORE, plaintiff prays for judgment as follows:

A. Awarding plaintiff damages and statutory compensation

against all defendants, jointly and severally,

including disgorgement of all unjust enrichment,

jointly and severally, and punitive damages pursuant to

the common law of the State of New York, jointly and

severally, in favor of plaintiff in an amount to be

determined to at trial plus pre-judgment interest

thereon;

B. Awarding plaintiff the costs and expenses of this

litigation, including reasonable attorneys' fees, and

experts' fees and other costs and disbursements; and,

C. Granting plaintiff such other and further relief as to

this honorable Court may seem just and proper.

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Dated: New York, New YorkMarch 5, 2002

LOVELL & STEWART, LLP

By__________________________Christopher Lovell (CL 2595)Christopher J. Gray (CG 0334)500 Fifth AvenueNew York, New York 10110(212) 608-1900

Attorneys for Plaintiff Semen Leykin