Item 8.01 Other Events.

Throughout this document, AT&T Inc. is referred to as "AT&T." On December 17, 2012, AT&T closed its sale of €1,000,000,000 principal amount of its 3.550% Global Notes due 2032 (the "2032 Notes") (equivalent in total to approximately U.S.$1,300,000,000 based on the December 11, 2012 exchange rate), pursuant to the Underwriting Agreement dated December 11, 2012 (the "Underwriting Agreement"), among AT&T and Barclays Bank PLC and Merrill Lynch International 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.

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 11, 2012

4.1 Form of Global Note due 2032

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)

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