Item 8.01 Other Events.

Throughout this document, AT&T Inc. is referred to as "AT&T." On December 6, 2007, AT&T closed its sale of U.S. $3,000,000,000 aggregate principal amount of its U.S. $1,000,000,000 4.950% Global Notes due 2013 and U.S. $2,000,000,000 6.300 % Global Notes due 2038 (together, the "Notes") pursuant to an Underwriting Agreement dated December 3, 2007 (the "Underwriting Agreement"), by and among AT&T and Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Wachovia Capital Markets LLC, as representatives of the several Underwriters named in Schedule II thereto. The Notes were issued pursuant to that certain Indenture dated November 1, 1994 between SBC Communications Inc. (now known as AT&T Inc.) and The Bank of New York, as Trustee. The Notes have been registered under the Securities Act of 1933 (the "Act") pursuant to a Registration Statement on Form S-3 (No. 333-143180) previously filed with the Securities and Exchange Commission (the "Commission") under the Act. Copies of the Underwriting Agreement and the form of each Note are filed as exhibits hereto and incorporated herein by reference. AT&T is filing this Current Report on Form 8-K so as to file with the Commission certain items that are to be incorporated by reference into its Registration Statement.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are filed as part of this report:

(d) Exhibits

1.1 Underwriting Agreement, dated December 3, 2007

4.1 Form of Global Note due 2013

4.2 Form of Global Note due 2038

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