Williamson, head of the division th

Williamson, head of the division that AT&T now calls Networked Computer Resources, said most of the product decisions were made within six weeks after NCR accepted AT&T's offer, in which NCR shareholders received about $110 worth of AT&T stock in exchange for each of their NCR shares. (Exley, the former NCR chairman who led the unsuccessful crusade to retain NCR's independence, has retired but will continue as a consultant.)

NCR has offered jobs to about 2,500 of AT&T's 7,500 computer division employees. The 5,000 leftovers will either be reassigned to another AT&T post or laid off, Allen said.

No NCR employees have been fired.

NCR recruited a dozen of the top 20 AT&T computer executives, though the top managers were not among them. Just one AT&T executive, William O'Shea, the former head of AT&T's federal division, will serve on the six-member executive committee of the NCR division, Williamson said in an interview last week.

Williamson, 54, will also serve on AT&T's board of directors - one of three AT&T officials to sit on the 17-member panel.

NCR will function as a separate unit in AT&T, which last year reported profits of $2.7 billion on sales of $37.3 billion.

ACCESS TO BELL LABS

While NCR will continue its own research and development efforts, Williamson said he hoped that NCR would be able to capitalize on its new resource, Bell Laboratories, the venerable AT&T research arm that has developed landmark technological advances such as the transistor. Williamson said he hoped to have a rotating executive at Bell Labs reviewing possible technological applications.

AT&T's computer revenues will boost the NCR unit's sales, although the AT&T computer unit's contribution to profits is questionable. AT&T was known within the industry for underbidding on major government contracts to establish itself, a strategy that often leads to losses. AT&T was allowed to make such bids in 1984, after the court-ordered breakup of the Bell system.

During the takeover battle, Exley said that he "wouldn't want to have to try to make a profit on AT&T's government contracts."

Asked last week about that remark, Williamson quipped, "He won't have to." Williamson said some of the losses from AT&T's computer unit would be included in the $1.5 billion charge that AT&T will take on the merger this year.

Since the AT&T-NCR merger was accomplished through a stock swap, the deal will not generate the heavy interest payments that accompanied the $4.8 billion purchase of Sperry Corp. by Burroughs Corp. to form Unisys in 1986.

Williamson said he viewed the chief peril of high-tech marriages as ''disruption of customers and products." He added that such distractions were averted this time. Within six weeks after the deal was announced in May, customers had been informed which products would be phased out and were given a path to migrate onto other equipment.

"The customer knows we're not dropping them, that there is a path," he said.

For example, AT&T's personal computer line is being cut in favor of NCR's, and its 3B2 line of minicomputers will eventually be phased out in favor of NCR's new 3000 line of computers. The NCR line features standard software and chips used in a broad spectrum of computers, from hand-held to mainframes.

In contrast, Unisys continued to develop its four mainframe product lines - two each from Burroughs and Sperry - and only recently began phasing out the smaller of the two lines.

1 PLANT TO CLOSE

Neither Allen nor Williamson would predict how much expenses could be cut through the merger. Allen said he always cautions "about getting over-excited about synergies."

The only plant closing announced so far is a relatively new AT&T distribution center in Memphis that duplicates functions of an NCR plant in Atlanta.

Despite the expected smooth transition, the economy remains a formidable obstacle to the newly constituted company.

Earlier this month, NCR disclosed in a filing with the Securities and Exchange Commission that its 1991 revenues and profits would be "materially below" its earlier projections of $386 million in profits and $6.6 billion in

revenues made to AT&T during the merger negotiations. The division would not disclose how far the sales and profits were now expected to drop.

Williamson blamed the economic turbulence and a three-month delay in new products for the revised forecast. He said the merger had nothing to do with it.

"The changes in banking, I've never seen anything like in 30 years," Williamson said. The banking industry is one of NCR's biggest customers.

Allen said AT&T had not relied on NCR's forecasts but made its own projections. "The primary motive behind our decision to go ahead with an offer was the strategic advantage we see this merger providing for our future," Allen said last week. "NCR is a key part of our strategy.

"We see AT&T as a world leader in providing customers with the rapidly expanding benefits of information technology," Allen said. "To do that, we must provide the benefits of communications and computing. More and more, that means combining the two in the solutions we offer customers."