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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 6/02/06  AT&T Inc                          S-4/A                 16:269                                    Bowne of NY City...01/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment No. 2 to Form S-4                         HTML  1,450K 
 2: EX-5.1      Ex-5.1: Opinion of Wayne A. Wirtz                   HTML      9K 
 3: EX-8.1      Ex-8.1: Opinion of Sullivan & Cromwell Llp          HTML      9K 
 4: EX-8.2      Ex-8.2: Opinion of Fried, Frank, Harris, Shriver &  HTML     14K 
                          Jacobson Llp                                           
 5: EX-23.1     Ex-23.1: Consent of Ernst & Young Llp               HTML      8K 
 6: EX-23.2     Ex-23.2: Consent of Pricewaterhousecoopers Llp      HTML      7K 
 7: EX-23.3     Ex-23.3: Consent of Ernst & Young Llp               HTML      7K 
 8: EX-23.4     Ex-23.4: Consent of Pricewaterhousecoopers Llp      HTML      7K 
 9: EX-23.5     Ex-23.5: Consent of Pricewaterhousecoopers Llp      HTML      7K 
10: EX-23.6     Ex-23.6: Consent of Pricewaterhousecoopers Llp      HTML      6K 
11: EX-99.1     Ex-99.1: Form of Proxy Card                         HTML     20K 
12: EX-99.2     Ex-99.2: Form of Proxy Card                         HTML     15K 
13: EX-99.7     Ex-99.7: Consent of Lehman Brothers Inc.            HTML      9K 
14: EX-99.9     Ex-99.9: Consent of Citigroup Global Markets Inc.   HTML      8K 
15: EX-99.10    Ex-99.10: Consent of Goldman, Sachs & Co.           HTML     10K 
16: EX-99.12    Ex-99.12: Consolidated Shareholders' Class Action   HTML     54K 
                          Complaint                                              

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PROXY STATEMENT		PROXY STATEMENT
AND PROSPECTUS OF AT&T INC.		OF BELLSOUTH CORPORATION

Edward E. Whitacre, Jr.		F. Duane Ackerman
Chairman of the Board and Chief Executive Officer		Chairman of the Board and Chief Executive Officer
AT&T Inc.		BellSouth Corporation

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		time the merger is completed. That price will not be known at the time of the meeting and may be less than the current price or the price at the time of the meeting. Former BellSouth shareholders are currently expected to own approximately 38% of the AT&T common shares outstanding immediately after the merger.
Q4:		What is required to complete the merger?
A4:		We are not required to complete the merger unless a number of conditions are satisfied or waived. These conditions include receipt of shareholder approvals, receipt of the approval of the Federal Communications Commission, which we refer to as the FCC, and other regulatory consents, expiration of the waiting period under the Hart-Scott-Rodino Act, which we refer to as the HSR Act, and receipt of legal opinions that the merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the Code. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the merger, see “The Merger Agreement — Conditions to the Merger” beginning on page 91.
Q5:		When and where will the special meetings be held?
A5:		The AT&T special meeting is scheduled to be held at 3:00 p.m. Central time, at the Charline McCombs Empire Theatre, 226 North St. Mary’s Street, San Antonio, Texas, on July 21, 2006. The BellSouth special meeting is scheduled to be held at 11:00 a.m. Eastern time at the Cobb Galleria Centre, 2 Galleria Parkway, Atlanta, Georgia, on July 21, 2006.
Q6:		Who is entitled to vote at the AT&T and BellSouth special meetings?
A6:		AT&T has fixed June 1, 2006 as the record date for the AT&T special meeting. If you were an AT&T shareholder at the close of business on the record date, you are entitled to vote on matters that come before the AT&T special meeting. However, an AT&T shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the AT&T special meeting.
		BellSouth has fixed June 1, 2006 as the record date for the BellSouth special meeting. If you were a BellSouth shareholder at the close of business on the record date, you are entitled to vote on matters that come before the BellSouth special meeting. However, a BellSouth shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the BellSouth special meeting.