Item 8.01 Other Events.

Throughout this document, AT&T Inc. is referred to as "AT&T." On December 17, 2012, AT&T issued the press release attached hereto as Exhibit 99.1, which is incorporated herein by reference in its entirety.

The form of 4.30% Rule 144A Global Note due 2042, the form of 4.30% Regulation S Global Note due 2042, the form of 4.35% Rule 144A Global Note due 2045 and the form of 4.35% Global Note due 2045 (collectively, the "New Notes") are filed as exhibits 4.1, 4.2, 4.3 and 4.4, respectively, and are incorporated herein by reference in their entirety.

In connection with the issuance of the New Notes, AT&T entered into a Registration Rights Agreement, dated as of December 17, 2012, with the dealer managers named therein, which will give holders of the New Notes certain exchange and registration rights with respect to the New Notes. A copy of the Registration Rights Agreement is filed as Exhibit 4.5 and is incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

4.1 Form of 4.30% Rule 144A Global Note due 2042

4.2 Form of 4.30% Regulation S Global Note due 2042

4.3 Form of 4.35% Rule 144A Global Note due 2045

4.4 Form of 4.35% Regulation S Global Note due 2045

4.5 Registration Rights Agreement, dated as of December 17, 2012

99.1 Press Release of AT&T Inc., dated December 17, 2012

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