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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.

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		merger agreement at the BellSouth special meeting is a majority of the outstanding BellSouth common shares. Accordingly, a BellSouth shareholder’s failure to vote his or her BellSouth common shares will have the same effect as a vote of those shares against the proposal to approve the merger agreement.
Q9:		How many votes do I have?
A9:		You are entitled to one vote for each AT&T common share that you owned as of the record date. As of the close of business on May 31, 2006, there were approximately 3,883,378,517 outstanding AT&T common shares. As of that date, less than 1% of the outstanding AT&T common shares were held by the directors and executive officers of AT&T. You are entitled to one vote for each BellSouth common share that you owned as of the record date. As of the close of business on May 31, 2006, there were 1,825,692,542 outstanding BellSouth common shares. As of that date, less than 1% of the outstanding BellSouth common shares were held by the directors and executive officers of BellSouth.
Q10:		What if I hold shares in both AT&T and BellSouth?
A10:		If you are a shareholder of both AT&T and BellSouth, you will receive two separate packages of proxy materials. A vote as a BellSouth shareholder for the proposal to approve the merger agreement will not constitute a vote as an AT&T shareholder for the proposal to authorize the issuance of AT&T common shares required to be issued in the merger, or vice versa. THEREFORE, PLEASE SIGN, DATE AND RETURN ALL PROXY CARDS THAT YOU RECEIVE, WHETHER FROM AT&T OR BELLSOUTH, OR VOTE AS BOTH AN AT&T AND BELLSOUTH SHAREHOLDER BY INTERNET OR TELEPHONE.

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		to Vote” on page 70 and “Information About the BellSouth Special Meeting — How to Vote” on page 73.
Q12:		What constitutes a quorum?
A12:		Shareholders who hold at least 40% of the AT&T outstanding common shares as of the close of business on the record date and who are entitled to vote must be present or represented by proxy in order to constitute a quorum to conduct business at the AT&T special meeting under AT&T’s corporate by-laws.
		Shareholders who hold at least 40% of the outstanding BellSouth common shares as of the close of business on the record date must be present, either in person or represented by proxy, in order for there to be a quorum necessary to conduct the BellSouth special meeting.
Q13:		What vote is required to approve each proposal?
A13:		To authorize the issuance of AT&T common shares as required by the merger agreement: the affirmative vote of the holders of a majority of AT&T common shares voting on the proposal, so long as a majority of the AT&T common shares outstanding is voted, is required to approve the proposal to authorize the issuance of AT&T common shares required to be issued pursuant to the merger agreement. Brokers, banks or other nominees holding AT&T common shares as nominees will not have discretionary authority to vote those shares in the absence of instructions from the beneficial owners of those shares.
		To approve the merger agreement: the affirmative vote of the holders of a majority of outstanding BellSouth common shares entitled to vote is required to approve the merger agreement. Because the affirmative vote required to approve the merger agreement is based upon the total number of outstanding BellSouth shares, the failure to submit a proxy card (or to submit a proxy by telephone or by Internet or to vote in person at the BellSouth special meeting) or the abstention from voting by a shareholder will have the same effect as a vote against approval of the merger agreement. Brokers, banks or other nominees holding BellSouth common shares as nominees will not have discretionary authority to vote those shares in the absence of instructions from the beneficial owners of those shares, so the failure to provide voting instructions to your broker, bank or nominee will also have the same effect as a vote against approval of the merger agreement.
Q14:		What are the recommendations of the AT&T and BellSouth boards of directors?
A14:		Each board of directors has approved and adopted the merger agreement, approved the transactions contemplated by the merger agreement, including the merger, and determined that these transactions are in the best interests of its shareholders.
		The AT&T board of directors recommends that AT&T shareholders vote “FOR” the proposal to authorize the issuance of AT&T common shares required to be issued pursuant to the merger agreement. See “The Merger — AT&T’s Reasons for the Merger” beginning on page 27 and “The Merger — Recommendation of the AT&T Board of Directors” on page 29.
		The BellSouth board of directors recommends that BellSouth shareholders vote “FOR” the proposal to approve the merger agreement. See “The Merger — BellSouth’s Reasons for the Merger” beginning on page 29 and “The Merger — Recommendation of the BellSouth Board of Directors” on page 33.
Q15:		What if I return my proxy card but do not mark it to show how I am voting?
A15:		If your proxy card is signed and returned without specifying your choices, your shares will be voted in favor of the merger in accordance with the recommendations of the AT&T or BellSouth board of directors, as the case may be.
Q16:		Can I change my vote after I have submitted a proxy by telephone or Internet or mailed my signed proxy card?
A16:		Yes. You can change your vote by revoking your proxy at any time before it is exercised at the AT&T or BellSouth special meeting.

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		transmittal and instructions on how to obtain AT&T common shares, together with cash in lieu of fractional AT&T common shares, to which they are entitled in exchange for their BellSouth common shares.
		AT&T shareholders will not be required to exchange their certificates in connection with the merger, and shareholders holding certificates should keep their share certificates both now and after the merger is completed.
Q22:		Who should I call if I have questions about the proxy materials or voting procedures?
A22:		If you have questions about the merger, or if you need assistance in submitting your proxy or voting your shares or need additional copies of the joint proxy statement/prospectus or the enclosed proxy card, you should contact the proxy solicitation agent for the company in which you hold shares. If you are an AT&T shareholder, you should contact D.F. King & Co., Inc., the proxy solicitation agent for AT&T, by mail at 48 Wall Street, New York, New York 10005, or by telephone at (800) 431-9643 (toll free) or (212) 269-5550 (collect). If you are a BellSouth shareholder, you should contact Morrow & Co., Inc., the proxy solicitation agent for BellSouth, by mail at Attn: BellSouth Administrator, 470 West Avenue — 3rd Floor, Stamford, Connecticut 06902, or by telephone at (877) 366-1576 (toll free). If your shares are held in a stock brokerage account or by a bank or other nominee, you should call your broker, bank or other nominee for additional information.

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