SecProbe.io

September  18, 201 2

Via e -mail:
Mr. John J. Stephens
Senior Executive Vice President and Chief Financial Officer
AT&T  Inc.
208 S. Akard St.
Dallas, TX 75202

 Re: AT&T  Inc.
Form 10-K for Fiscal Year Ended  December  31, 2011
Filed February  24, 201 2
  Form 10 -Q for Fiscal Quarter E nded June  30, 201 2
Filed August  3, 2012
Form 8 -K filed January 26, 2012
File No. 1-8610

Dear Mr. Stephens :

 We have limited our review to only your financial statements and related disclosures and
do not intend to expand our review to other portions of your documents.  Please comply with the
following comments in future filings.  Confirm in writing that you will  do so and explain to us
how you intend to comply.   In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
infor mation  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comme nts, we may
have  additional comments.

Form 10 -K for F iscal Year Ended December 31, 2011

Risk Factors, page 8

Equipment failures, natural disasters, computer hacking and terrorist attacks may materially
adversely affect our operations

1. We note your disclosure that computer hacking or other breaches of network or IT
security that affect your wireline and wireless networks could have a material adverse
effect on your operations.  We also have read several reports of various cyber attacks

Mr. John J. Stephens
AT&T Inc.
September 1 8, 2012
Page 2

 directed at the company.  If, in fact, you have experienced cyber attacks, security
breaches or other similar events in the past, beginning with your next Form 10 -Q, please
state that fact in order to provide the proper context for your risk factor disclosure.
Please refer to the Division of Corporation Finance’s Disclosure Guidance Topic No. 2 at
http://www.sec.gov/divisions/corpfin/guidance/cfguidance -topic2.htm  for additiona l
information.

Exhibit 13

Notes to Consolidated Financial Statements

Note 6.   Goodwill and Other Intangible Assets, page 47
2. We note that in 2011 you recorded a $ 2,745 million goodwill impairment in the
Advertising Solutions segment and also reclassified $1,927 million of goodwill from the
Advertising Solution segment  to the Wireline segment. Tell us in more detail your basis
for reallocating the $1,927 million goo dwill to the Wireline segment and why such
reclassification was made at the same date you recorded the $2,745 million impairment.

Form 10 -Q for  Fiscal  Quarter Ended June 30, 2012

Notes to C onsolidated Financial Statements (unaudited)

Note 1 Preparati on of Interim Financial Statements

Basis of Pre sentation , page 7
3. We note that in May 2012 you completed the sale of the Advertising Solutions segment
to an affiliate of Cerberus for $750 in cash, $200 note and a 47% interest in the new
entity, YP Holdings .  Tell us  how you determined the fair value of YP Holdings. Also tell
us whether you recognized a gain or loss on the sale.

Form 8 -K filed January 26, 2012

Exhibit 99.2

Non-GAAP Financial Reconciliations

4. We note that the non -GAAP measures l abeled Net Debt -to-Adjusted EBITDA Ratio,
Adjusted Operating Income Margin and Adjusted Diluted EPS eliminates charges
attributed to your benefit plan actuarial loss for 2011.  Please disclose what these
actuarial loss adjustments represent in the context of your pension and other benefits
accounting policy of immediate recognition of actuarial gains and losses as well as

Mr. John J. Stephens
AT&T Inc.
September 1 8, 2012
Page 3

 provide quantitative context for the actual and expected asset returns.  In this regard,
clarify your disclosure by stating (2011 amounts  are shown for example below):

 That the non -GAAP measure excludes all actuarial losses (a $6 billion loss in 2011)
associated with your pension and benefit plans, which you immediately recognize in
the income statement, pursuant to your accounting policy for the recognition of
actuarial gains / losses.

 As a result, the non -GAAP measure reflects an expected return on plan assets of $X
(based on an average expected return on plan assets of 8.25%), rather than the actual
return on plan assets of $X (actual return of Y %), as included in the GAAP measure
of income.

Please file all correspondence over EDGAR.  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
the information the Securities Exchange Act of 1934 and all  applicable Exchange Act rules
require.   Since the company and its management are in possession of all facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they
have made.

            In respond ing to our comments, please provide  a written statement from the company
acknowledging that:

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

 staff comments or changes to disclosure in response to staff comments d o not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States .

You may contact Sharon Virga , Staff Accountant, at (202) 551 -3385 or Ivette Leon ,
Assistant Chief Accountant,  at (202) 551 -3351 if you have questions regarding comments on the
financial statements and related matters.  Please contact me at (202) 551 -3810 with any other
questions.

Sincerely,

/s/ Carlos Pacho for

Larry Spir gel
Assistant Director