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        [AT&T
        Inc. Letterhead]

        Wayne A. Wirtz

        Associate General Counsel

        Legal Department

        175 E. Houston, Room 205

        San Antonio, Texas 78205

        (210) 351-3736

        November
        30, 2007

        Kathleen
        Krebs, Special Counsel

        Division of
        Corporation Finance

        Mail Stop
        3720

        Securities
        and Exchange Commission

        Washington,
        D.C. 20549

                    Re:

                    AT&T Inc.

                    Definitive Schedule 14A

                    Filed March 22, 2007

                    File No. 1-08610

        Dear
        Ms. Krebs:

        We are
        pleased to respond to the comments of the Staff, dated September 28, 2007. We have repeated
        your comments below, followed by our responses.

                    Board of Directors, page 3

        Compensation of Directors, page 6

                    1.

                    Disclose all assumptions made in the valuation of awards in
                    the stock awards and option awards columns of the director compensation table
                    by reference to a discussion of those assumptions in your financial statements,
                    footnotes to the financial statements, or discussion in management’s
                    discussion and analysis. See the Instruction to Regulation S-K Item 402(k),
                    which refers to Instruction I to Item 402(c)(2)(v) and (vi).

        The stock awards noted in the Director Compensation Table are in the form of
        phantom stock units, each equal in value to a share of stock. As noted in Footnote 2 to the
        table (page 9), the units are immediately vested, and under FAS 123R are valued at the fair
        market value of the underlying stock on the grant date. As a result, no assumptions are
        used in determining the value of the grant. FAS 123R calls for the stock units to be valued
        using the fair value of the underlying stock on the grant date, which process we disclosed
        in the footnote. Therefore, we believe no additional disclosure is required.

                    2.

                    Disclose the aggregate number of stock awards and the
                    aggregate number of option awards outstanding at fiscal year end held by each
                    of those directors, as required in the Instruction to Item 402(k)(2)(iii) and
                    (iv).

        Stock units granted to directors by AT&T are immediately and
        unconditionally vested, but are not distributed until after they leave the board. Because
        the awards are fully vested and are non-forfeitable, we do not regard them as awards that
        continue to be outstanding after the grant is made. We believe this is consistent with Item
        402(f), which treats only unexercised options and unvested awards as outstanding. This also
        is the same treatment we afford compensation that is otherwise voluntarily deferred in the
        form of stock units. As a result, we do not list the vested stock awards as
        “outstanding” in a footnote. These amounts are combined under the column
        entitled “Non-Voting Stock Units” in the Beneficial Ownership Table on page
        11.

        Certain directors hold unvested stock units and unexercised options that
        were originally issued by companies acquired by AT&T. These awards are disclosed in
        Footnote 3 to the Director Compensation table. Because the options disclosed in Footnote 3
        are exercisable within 60 days, they are also disclosed in Footnote 1 to the Beneficial
        Ownership Table on page 11.

        Compensation Committee, page 30

                    3.

                    You disclose on page 30 that the analysis presented to you by
                    your compensation consultant considered “market data from four separate
                    groups of companies,” but you identify only the companies that comprised
                    the comparator group. Identify all of the companies in the other three groups
                    that you considered for benchmarking purposes. Also identify the companies in
                    the North American Telecom Index against which you benchmarked the long-term
                    incentive compensation of your chief executive officer. Discuss how the human
                    resources committee considered the levels and elements of the benchmarkcd
                    companies’ compensation in determining the various levels and elements of
                    your executive compensation. See Regulation S-K Item 402(b)(2)(xiv). Please
                    disclose the actual 0compensation as a percentile of the peer group data and,
                    where the actual percentile differs from the target, explain
                    why.

        AT&T will disclose the identities of the companies in the comparator
        groups.

        Please note that AT&T compares the total stockholder return of companies
        in the North American Telcom Index against the total stockholder return of AT&T to
        determine a portion of the payout of the CEO’s long term awards. It does not
        otherwise use the North American Telecom Index for compensation purposes, either as a
        benchmark or otherwise. That index is solely used as a comparison for total market return;
        however, AT&T intends to list each of the entities used for this purpose in future
        filings.

        You ask us to discuss in the proxy statement “how the human resources
        committee considered the levels and elements of the benchmarked companies’
        compensation.” The various compensation amounts paid at the four comparison groups
        are not used as benchmarks. As discussed on Pages 30 and 31, the consultant does compile
        market compensation data from the four comparison groups (e.g., Fortune 25 and 50). The
        particular percentiles of the market used by the consultant are described beginning on page
        32, under the separate descriptions of the types of compensation paid. From this data, the
        consultant applies his experience and judgment and makes a recommendation for preliminary
        market values for each executive position. The consultant then incorporates the views of
        management with respect to the relative value of each AT&T-specific executive position
        and makes a final market value recommendation for each such position. This may include
        making adjustments based on differences between the responsibilities of the
        AT&T-specific position and the market position. The recommendations of the consultant
        along with the compensation recommendations of the CEO are then presented to the Human
        Resources Committee. After reviewing this information, the Committee applies its experience
        and judgment to determine the compensation of the named executive officers. AT&T
        believes the process has been fully explained in the proxy statement and, therefore, no
        additional information is needed, although it intends to revise the presentation to improve
        clarity wherever possible.

        You ask us to disclose the compensation as a percentile of the peer group
        data. As noted above, the positions at AT&T are not benchmarked against any particular
        peer group. Moreover, because the consultant uses multiple comparison groups in making
        recommendations, no one of the groups acts as a key “peer group” that can be
        used as the comparative measurement. As a result, we do not believe it would be appropriate
        or material to report compensation as a percentile of any such peer group.

        Compensation Discussion and Analysis, page 32

        Compensation, page 32

                    4.

                    On page 32 you state that the human resources committee
                    “sets compensation levels based on the skills, experience and
                    achievements of each executive officer....” On pages 33 and 35 you make
                    similar statements about how the compensation committee makes
                    individually-tailored and “relative value” determinations as they
                    relate to incentive compensation. Please disclose more specifically how the
                    committee’s consideration of these individual performance, subjective and
                    other mentioned factors resulted in specific compensation decisions for 2006.
                    See Regulation S-K Item 402(b)(2)(vii).

        The final determination of the compensation of executive officers is in the
        hands of the Committee. As described more fully above, the process begins with the
        consultant recommending an AT&T-specific market value for each executive position,
        using both external and internal information. The market value is comprised of salary,
        short term target compensation and long term target compensation. For positions other than
        the CEO, the consultant confers with management, including the CEO, about the relevant
        value of each executive position and then recommends a final AT&T-specific market value
        for each such position. The CEO makes compensation recommendations to the Committee for
        each executive officer based on a non-formulaic review of the overall experience and
        performance of each individual. Where a determinable amount of compensation is paid for a
        particular performance, AT&T intends to disclose such relationship. AT&T will
        clarify the process in the Compensation Discussion and Analysis.

                    5.

                    With respect to Mr.
                    Stephenson’s incentive compensation, describe the
                    factors the chief executive officer considered in recommending his
                    compensation, clarify whether Mr.
                    Stephenson needed to achieve quantitative performance targets
                    in order for him to reach a particular level of payment, describe the specific
                    aspects of his individual performance that led the committee to award incentive
                    compensation to him in the amount and manner in which it did, and describe any
                    specific exercises of discretion as it relates to his short-term incentive
                    award. Please include additional disclosure as appropriate for each named
                    executive officer.

        We will clarify that in recommending compensation, including target
        incentive compensation, for a named officer (other than the CEO), the CEO takes into
        account a non-formulaic evaluation of the experience and performance of each such named
        officer. The proxy statement discloses the performance measures applicable to
        Mr. Stephenson’s incentive awards. While Mr. Stephenson did receive a
        discretionary bonus, it was not tied to a specific item of performance but rather to a
        general overall evaluation of his performance. AT&T does not believe attempting to
        further parse these determinations would be meaningful to investors. However, in the event
        a payment is made for a specifically identifiable item of performance, AT&T intends to
        disclose the payment and the performance that led to the payment.

        Short-Term Incentives, page 33

                    6.

                    For each named executive officer, please disclose all targets
                    or performance objectives, both quantitative and qualitative, that the
                    committee considers in determining a named executive officer’s
                    compensation. For example, disclose your customer satisfaction and customer
                    churn targets, the “aggressive year-over­year revenue targets”
                    you refer to on page 33 that can lead to increased short-term awards, the
                    threshold, target, and maximum performance levels related to long­term
                    incentive compensation, and the performance objectives tied to the various
                    special grants disclosed on pages 34 and 36. To the extent you

        believe that disclosure of these targets is not required because it would
        result in competitive harm such that you may omit this information under Instruction 4 to
        Item 402(b) of Regulation S-K, please provide in your response letter a detailed
        explanation for such conclusion. Also, disclose how difficult it would be for the executive
        or how likely it would be for you to achieve the undisclosed performance targets. General
        statements regarding the level of difficulty or ease associated with achieving the targets
        are not sufficient. In discussing how difficult it will be for an executive or how likely
        it will be for you to achieve the target and threshold levels or other factors, provide as
        much detail as necessary without providing information that would result in competitive
        harm. To the extent the targets are not stated in quantitative terms, explain how the
        committee determines the officer’s achievement levels for that performance
        measure.

        AT&T does disclose its free cash flow and net income portions of the
        short term award, which represented 80% of the payout target for 2006. We will also
        disclose any revenue targets that affect the payout. As we note in our response to comment
        No. 8 below, AT&T does not currently have threshold payout targets, but will disclose
        them if they exist in the future.

        As to the disclosure of customer satisfaction targets, AT&T notes that
        the customer satisfaction measurement represents only 10% of the short term target awards,
        causing the information to lack materiality to investors. Disclosure of customer
        satisfaction targets (which are not otherwise disclosed) will inform competitors of our
        marketing goals and strategic objectives and could further be used against us in their
        marketing strategies. However, ATT would not have similar information to use in response.
        In our view, these circumstances alone justify that the information is exempt from
        disclosure. Moreover, public evaluation of this goal could discourage the company from a
        candid review of its operations for fear of competitors using the information against the
        company.

        Similarly, AT&T does not disclose its churn targets, which also
        represents only 10% of the target payout and is not material to investors. As with customer
        satisfaction, disclosure of the churn targets could telegraph to competitors the
        company’s intentions on marketing efforts and goals. AT&T believes this
        information will enable competitors to discover shifts in company strategies and allow
        competitors to develop responses.

        AT&T does not disclose its long term measure of return on invested
        capital. Disclosure of this metric will give competitors insight into the company’s
        direction on pricing and deployment of capital intensive services and offerings, and may
        provide them advance warning on major company movements.

        Finally, AT&T notes that it does not disclose projections involving
        acquisitions, such as in connection with performance shares that have targets based on
        results from the acquisition of AT&T Corp, as described on page 36. AT&T believes
        that disclosure of the projections will give competitors information on how AT&T values
        transacti