Throughout this document, AT&T Inc. is referred to as "AT&T." On December 4, 2012, AT&T closed its sale of €1,000,000,000 principal amount of its 1.875% Global Notes due 2020 (the "2020 Notes") (equivalent in total to approximately U.S.$1,290,000,000 based on the November 28, 2012 exchange rate), pursuant to the Underwriting Agreement dated November 28, 2012 (the "Underwriting Agreement"), among AT&T and Barclays Bank PLC, Merrill Lynch International, The Royal Bank of Scotland plc, Credit Suisse Securities (Europe) Limited and UBS Limited, as the several Underwriters. The Notes were issued pursuant to that certain Indenture dated as of November 1, 1994 between SBC Communications Inc. (now known as AT&T Inc.) and The Bank of New York Mellon, 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. 333-165543) previously filed with the Securities and Exchange Commission (the "Commission") under the Act. Copies of the Underwriting Agreement and the form of 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.

The following exhibits are filed as part of this report:

(d) Exhibits

1.1     Underwriting Agreement, dated November 28, 2012

4.1     Form of Global Note due 2020

5.1     Opinion of Mr. Wayne Watts, Senior Executive Vice President and General
        Counsel, AT&T Inc., as to the validity of the Notes

23.1    Consent of Mr. Wayne Watts, Senior Executive Vice President and General
        Counsel, AT&T Inc. (included in Exhibit 5.1)