SecProbe.io

October 2 6, 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, 2012
Response dated September 27, 2012
File No. 1 -8610

Dear Mr. Stephens:

 We have  reviewed your response letter dated September  27, 2012 and have the following
comments.  As noted in our letter dated September 18 , 201 2, 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 com ply 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
information  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  comments, we may
have  additional comments.

Form 10 -K for the fiscal year ended December 31, 2011

Risk Factors, page 8

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

1. We note your response to comment 1 from our letter dated September 18,
2012.   Based on your response it appears that you may have experienced one or more

Mr. John J. Stephens
AT&T Inc.
October 2 6, 2012
Page 2

 security breaches or cyber attacks that did not result in a material adverse effect on
your operations.   If true, beginning with your next 10 -Q, please simply state this fact
so investors are aware that you are currently experiencing these cyber risks.

Consolidated Fin ancial Statements

Note 6.  Goodwill and Other Intangible Assets, page 47

2. Refer to your response to comment 2 from our letter dated September 18, 2012. You
indicated that in May 2011 you began internally reporting the results of  the portion of
the operations dedicated to selling advertising to your U -verse video platform on
mobile devices and through the internet portal operation separately from the
Advertising Solutions segment. However , we were unable to find any disclosures
related to the change in the composition of your segments in the June 30, 2011 Form
10-Q.  In this regard, please provide us with the following information:

a. The reasons for not disclosing  the change in the composition of your
Advertising Solutions se gment, pursuant to paragraphs 34 -36 of ASC 280 -10-
50;
b. Tell us in detail  why you believe it was appropriate to transfer the portion of
the operations dedicated to selling advertising to your U -verse video platform
on mobile devices and through the internet portal to the wirel ine segment and
reporting unit;

c. We note that you waited until the fourth quarter, when you received the
valuation reports of the businesses, to record the goodwill allocations.   It
appears that you should have made a preliminary goodwill allocation at the
time you determined to transfer the portion of the operation dedicated to selling
advertising to your U -verse video platform on mobile devices and through the
internet portal to the wireline segment;
d. Why the decision to sell most of your Advertising Solut ion segment/reporting
unit and the change in the composition of your reporting units i n May 2011
were not considered  triggering events at the time, for purposes of the goodwill
impairment test.

Mr. John J. Stephens
AT&T Inc.
October 2 6, 2012
Page 3

 Please file all correspondence over EDGAR.  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