We present a radio survey carried out with the Australia Telescope Compact Array. A motivation for the survey was to make a complete inventory of the diffuse emission components as a step towards a study of the cosmic evolution in radio source structure and the contribution from radio-mode feedback on galaxy evolution. The Australia Telescope Low-Brightness Survey (ATLBS) at 1388MHz covers 8.42deg^2^ of the sky in an observing mode designed to yield images with exceptional surface brightness sensitivity and low confusion. The survey was carried out in two adjacent regions on the sky centred at 00:35:00-67:00:00 and 00:59:17=-67:00:00 (J2000.0). The ATLBS radio images, made with 0.08mJy/beam rms noise and 50arcsec beam, detect a total of 1094 sources with peak flux exceeding 0.4mJy/beam. The ATLBS source counts were corrected for blending, noise bias, resolution and primary beam attenuation; the normalized differential source counts are consistent with no upturn down to 0.6mJy.