SecProbe.io

April 3, 2015

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 the Year Ended December 31, 2014
Filed February 20, 2015
File No. 001-8610

Dear Mr. Stephens :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand  your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Note 12. Pension and Postretirement Benefits, page 64

1. We note your disclosure that you changed the method you use to e stimate the service and
interest components of net periodic benefit costs for pension and other postretirement
benefits.  You disclose that you have elected to utilize a full yield curve approach in
estimation of these components.  Please compare and contr ast for us in greater detail the
previous method with the current method, and explain to us how the current method
complies with ASC 715 -10-35 and ASC 715 -60-35.

2. Please describe to us the impact the change had on your GAAP and non -GAAP results
for the yea r and quarter ended December 31, 2014.  In addition, describe the impact you
expect the change to have on your quarterly and annual results for 2015 on a GAAP and
non-GAAP basis.

Mr. John J. Stephens
AT&T Inc.
April 3, 2015
Page 2

 3. We note that you have accounted for the change as a change in accounting est imate
effected by a change in accounting principle. Please explain to us your basis for
accounting for the change in this manner,  rather than a change in estimate or a change in
accounting principle, as defined in ASC 250 -10.

4. Please describe to us in de tail your basis for determining the change is preferable. Refer
to ASC 250 -10-45-19.

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 Securitie s 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 m ade.

 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 person under the federal securities laws o f 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 Justin Kisner,
Attorney -Advisor, at (202) 551 -3788, Kathleen Krebs, Special Counsel, at (202) 551 -3350, or
me at (202) 551 -3810 with any other questions.

Sincerely,

 /s/ Kathleen Krebs, for

 Larry Spirgel
Assistant Director