SecProbe.io

April 17, 2013

Via E -mail
Mr. John J. Stephen s
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 the Year Ended December 31, 2012
Filed February  22, 2013
File No. 1-8610

Dear Mr. Stephens :

 We have reviewed your filing  and have the following comment .  Please comply w ith this
comment  in future filings.  Confirm in writing that you will do so and explain to us how you
intend to comply .

Please respond to this letter within ten business days by providing the re quested
information  or by advising us when you will provide the requested response.   If you do not
believe our comment appl ies to your facts and circumstances, please tell us why in your
response.

After reviewing the information you provide in response t o this comment , we may have
additional comments.

Form 10 -K for the Year Ended December 31, 2012

Financial Statements and Supplementary Data

Note 10, Income Taxes, page 58

1. Please tell us the nature of each significant reconciling item in your reconciliation of
income taxes computed at the Federal statutory tax rate to the effective tax rate.  We note
that the ‘Other, net’ line item of ($839) million in the reconciliation has an impact of
approximately 7% on your effective tax rate which may con sist of multiple significant
reconciling items.  Please refer to ASC 740 -10-50-12 for required disclosure.

Mr. John J. Stephens
AT&T Inc.
April 17, 2013
Page 2

 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 t he disclosures they have made.

            In responding 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 do 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 perso n under the federal securities laws of the United States.

You may contact Robert Shapiro , Staff Accountant, at (202) 551 -3273 or Robert S.
Littlepage , Accountant Branch Chief,  at (202) 551 -3361  if you have questions regarding
comments on the financial statements and related matters.  Please contact Jonathan Groff,
Attorney -Advisor  at (202) 551 -3458  or me at (202) 551 -3810 with any other questions.

Sincerely,

/s/ Robert S. Littlepage  for

Larry Spir gel
Assistant Director