SecProbe.io

March 1 , 2016

Via E mail
Wayne A. Wirtz
Associate General Counsel
AT&T Inc.
One AT&T Plaza
208 South Akard Street
Dallas, Texas 75202

Re: AT&T Inc.
 Form S-4
Filed February 19, 2016
File No. 333-209597

Dear Mr. Wirtz :

We have reviewed your filing and 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 business days by providing the requested
information or advise 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 and any amendment you may file in response to these
comments, we may have additional comments.

Cautionary Statement Regarding Forward -Looking Statements, page ii

1. The safe harbor for forward -looking statements provided in the Private  Securities
Litigation Reform Act of 1995 does not apply to statements made in connection with a n
exchange offer.  See Section 27A(b)(2)(C) of the Securities Act and Section 21E(b)(2)(C)
of the Exchange Act.  Therefore, please delete the reference to the s afe harbor or state
explicitly that the safe harbor protections it provides do not apply to statements made in
connection with the offer.

Conditions to the Exchange Offers and Consent Solicitations, page 32

2. We note that it is a condition to the exchange offer that the trustee has executed and
delivered supplemental indentures relating to the proposed amendments .”  All offer
conditions, except those related to the receipt of government regulatory approvals

Wayne A. Wirtz
AT&T Inc.
March 1, 2016
Page 2

 necessary to consummate the offer, must be satisfi ed or waived at or by the expiration of
the offer.  As supplemental indentures are expected to be  executed and delivered at
settlement , this condition will not be satisfied or waived at expiration.  Please  revise this
language accordingly.

3. Please be adv ised that when a condition is triggered and you decide to proceed with the
offer anyway, we believe that this is a waiver of the triggered condition(s).   Depending
on the materiality of the waived condition and the number of days remaining in the offer,
you may be required to extend the offer and recirculate new disclosure to security
holders.   Please confirm your understanding supplementally.

4. Please see our prior comment.   When an offer condition is triggered by events that occur
during the offer period and before the expiration of the offer, the company should inform
holders of securities how it intends to proceed promptly, rather than wait until the end of
the offer period, unless the condition is one where satisfaction of the condition may be
determine d only upon expiration.   Please confirm the company’s understanding in your
response letter

The Proposed Amendments, page 60

5. We note that by consenting to the proposed amendments, each holder will be deemed “to
have waived any default, event of default or other consequence under the DTV
Indentures for failure to comply” with the terms of the provisions you describe.  In your
response letter, explain whether any such events are known to e xist and if so, describe
their status.  In addition, tell us w hy this provision is acceptable , including under  Section
318 of the Trust Indenture Act of 1939.

Exhibit 99.1 – Letter of Transmittal and Consent

6. Please d elete the language in the letter of t ransmittal requiring the note holder to
represent and warrant that h e/she has  “received and reviewed the Prospectus.”

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes 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 adequ acy of the 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

Wayne A. Wirtz
AT&T Inc.
March 1, 2016
Page 3

 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.

Please contact David L. Orlic, Special Counsel, at (202) 551 -3503, or me at (202) 551 -
3203 with any questions.

Sincerely,

 /s/ Bryan J. Pitko

Bryan J. Pitko
Attorney Advisor
Office of Mergers and Acquisitions

cc: Via Email
 Patrick S. Brown
James M. Shea
Sullivan & Cromwell LLP