SecProbe.io

Mail Stop 3720           September 27, 2007

By U.S. Mail and facsimile to (210) 351-3467
 Randall L. Stephenson Chief Executive Officer AT&T Inc. 175 E. Houston San Antonio, TX 78205
Re:  AT&T Inc.  Definitive Schedule 14A   Filed March 22, 2007
File No. 1-08610
 Dear Mr. Stephenson:
We have limited our review of your definitive proxy statement  to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation disclosure.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone number listed at the e nd of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.     If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Randall L. Stephenson
AT&T Inc.
September 27, 2007 Page 2  Board of Directors, page 3

 Compensation of Directors, page 6

1. Disclose all assumptions made in the valu ation of awards in the stock awards and
option awards columns of the director compensation table by reference to a
discussion of those assumptions in your financial statements, footnotes to the
financial statements, or discussion in ma nagement’s discussion and analysis.  See
the Instruction to Regulation S-K Item 402(k), which refers to Instruction 1 to Item 402(c)(2)(v) and (vi).
2. Disclose the aggregate nu mber of stock awards and the aggregate number of
option awards outstanding at fiscal year end held by each of those directors, as
required in the Instruction to Item 402(k)(2)(i ii) and (iv).
 Compensation Committee, page 30

3. You disclose on page 30 that the analys is presented to you by your compensation
consultant considered “market data from four separate groups of companies,” but
you identify only the companies that co mprised the comparator group.  Identify
all of the companies in the other three groups that you considered for
benchmarking purposes.  Also identify the companies in the North American Telecom Index against which you benchmarked the long-term incentive compensation of your chief executive officer.  Discuss how the human resources
committee considered the levels and elem ents of the benchmarked companies’
compensation in determining the various levels and elements of your executive
compensation.  See Regulation S-K Item 402(b)(2)(xiv).  Please disclose the
actual compensation as a percentile of the peer group data and, where the actual
percentile differs from the target, explain why.
Compensation Discussion and Analysis, page 32

Compensation, page 32
4. On page 32 you state that the human resources committee “sets compensation
levels based on the skills, experien ce and achievements of each executive
officer….”  On pages 33 and 35 you make similar statements about how the compensation committee makes individually-tailored and “relative value” determinations as they relate to incen tive compensation.  Please disclose more
specifically how the committee’s considera tion of these individual performance,
subjective and other mentioned factor s resulted in specific compensation
decisions for 2006.  See Regulation S-K Item 402(b)(2)(vii).

Randall L. Stephenson
AT&T Inc.
September 27, 2007 Page 3  5. With respect to Mr. Stephenson’s incentive compensation, describe the factors the
chief executive officer considered in  recommending his compensation, clarify
whether Mr. Stephenson needed to achieve  quantitative performance targets in
order for him to reach a particular level of  payment, describe the specific aspects
of his individual performance that led the committee to award incentive
compensation to him in the amount and manner in which it did, and describe any specific exercises of discretion as it relates to his short-term incentive award.  Please include additional disclosure as  appropriate for each named executive
officer.
Short-Term Incentives, page 33

6. For each named executive officer, please di sclose all targets or performance
objectives, both quantitative and qualita tive, that the committee considers in
determining a named executive officer’s compensation.  For example, disclose your customer satisfaction and customer c hurn targets, the “aggressive year-over-
year revenue targets” you refer to on page 33 that can l ead to increased short-term
awards, the threshold, target, and maximu m performance levels related to long-
term incentive compensation, and the perf ormance objectives tied to the various
special grants disclosed on pages 34 a nd 36.  To the extent you believe that
disclosure of these targets is not required because it would result in competitive harm such that you may omit this inform ation under Instruction 4 to Item 402(b)
of Regulation S-K, please provide in your response lette r a detailed explanation
for such conclusion.  Also, disclose how difficult it would be for the executive or how likely it would be for you to achieve the undisclosed performance targets.
General statements regarding the level of difficulty or ease associated with achieving the targets are not sufficient.  In discussing how difficult it will be for
an executive or how likely it will be fo r you to achieve the ta rget and threshold
levels or other factors, provide as mu ch detail as necessary without providing
information that would result in competitiv e harm.  To the extent the targets are
not stated in quantitative terms, explain how the committee determines the officer’s achievement levels for that performance measure.
7. Clarify the performance targets and payment levels that apply to each named executive officer.
8. On pages 33 and 45 you state that sh ort-term incentive cash bonuses are
“eliminated” if “certain minimum [perfo rmance] targets are not met.”  Please
explain in your response lett er why your disclosure in the grants of plan-based
awards table suggests that  you have no minimum thresholds for payment of
incentive compensation to named executive officers.

Randall L. Stephenson
AT&T Inc.
September 27, 2007 Page 4  Compensation Tables, page 42

 Grants of Plan-Based Awards Table, page 44

9. In the narrative following the table, and in compensation discussion and analysis, you state that that, for short-term incen tive awards, the “total payout based on
financial performance was capped at 125% of the target opportunity.”  Please
confirm in your response le tter that you have refl ected 125% of the target
opportunity as the maximum payment in the table for each named executive officer.

Potential Payments upon Termination or Change in Control, page 62

10. In Compensation Discussion and Analysis , please discuss how you determined
the appropriate payment and benefit leve ls under the various circumstances that
trigger payments or provision of benefits under the various employment
agreements and change of control arrangements.  Discuss how these arrangements fit into your overall compensation object ives and affect the decisions you made
regarding other compensation elements.  Discuss how the committee replaced the change-in-control agreements with a new plan, as disclosed on page 39.
11. We note your statements regarding “other  termination payments” besides change-
in-control severance payments.  Please di sclose the different types and amounts of
estimated payments and benefits to th e named executive officers.  To assist
shareholders in recognizing the extent  of the potential payments, consider
presenting the different type s and amounts of estimated payments and benefits to
the named executive officers in a table or tables and including a column that shows total compensation for each named executive officer.
  Please respond to our comments by Octobe r 26, 2007, or tell us by that time when
you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  When you respond to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

Randall L. Stephenson
AT&T Inc. September 27, 2007 Page 5

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3350 with any questions.

Sincerely,    Kathleen Krebs Special Counsel